Exhibit 4.1 Indenture dated November 17,2010



 Exhibit 4.1 
 EXECUTION VERSION 
 MERCER INTERNATIONAL INC. 

9. 5% SENIOR NOTES DUE 2017 
 INDENTURE 
 Dated as of November 17, 2010 

Wells Fargo Bank, National Association 
 Trustee 







 CROSS-REFERENCE TABLE* 

 

					
	 Trust Indenture
 Act Section
	  	Indenture Section	 
	 310 (a)(1)
	  	 	7.10	  
	 (a)(2)
	  	 	7.10	  
	 (a)(3)
	  	 	N.A.	  
	 (a)(4)
	  	 	N.A.	  
	 (a)(5)
	  	 	7.10	  
	 (b)
	  	 	7.10	  
	 (c)
	  	 	N.A.	  
	 311 (a)
	  	 	7.11	  
	 (b)
	  	 	7.11.	  
	 (c)
	  	 	N.A.	  
	 312 (a)
	  	 	2.05	  
	 (b)
	  	 	12.03	  
	 (c)
	  	 	12.03	  
	 313 (a)
	  	 	7.06	  
	 (b)(1)
	  	 	N.A.	  
	 (b)(2)
	  	 	7.06; 7.07	  
	 (c)
	  	 	7.06; 12.02	  
	 (d)
	  	 	7.06	  
	 314 (a)
	  	 	4.03; 12.05	  
	 (b)
	  	 	N.A.	  
	 (c)(1)
	  	 	N.A.	  
	 (c)(2)
	  	 	N.A.	  
	 (c)(3)
	  	 	N.A.	  
	 (d)
	  	 	N.A.	  
	 (e)
	  	 	12.05	  
	 (f)
	  	 	N.A.	  
	 315 (a)
	  	 	N.A.	  
	 (b)
	  	 	N.A.	  
	 (c)
	  	 	N.A.	  
	 (d)
	  	 	N.A.	  
	 (e)
	  	 	N.A.	  
	 316 (a) (last sentence)
	  	 	N.A.	  
	 (a)(1)(A)
	  	 	N.A.	  
	 (a)(1)(B)
	  	 	N.A.	  
	 (a)(2)
	  	 	N.A.	  
	 (b)
	  	 	N.A.	  
	 (c)
	  	 	N.A.	  
	 317 (a)(1)
	  	 	N.A.	  
	 (a)(2)
	  	 	N.A.	  
	 (b)
	  	 	N.A.	  
	 318 (a)
	  	 	N.A.	  
	 (b)
	  	 	N.A.	  
	 (c)
	  	 	12.01	  

 N.A. means not applicable. 
  

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








 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE
	  			
		
	 Section 1.01 Definitions
	  	 	1	  
	 Section 1.02 Other Definitions
	  	 	21	  
	 Section 1.03 Incorporation by Reference of Trust Indenture Act
	  	 	21	  
	 Section 1.04 Rules of Construction
	  	 	22	  
		
	 ARTICLE 2 
 THE NOTES
	  			
		
	 Section 2.01 Form and Dating
	  	 	22	  
	 Section 2.02 Execution and Authentication
	  	 	23	  
	 Section 2.03 Registrar and Paying Agent
	  	 	23	  
	 Section 2.04 Paying Agent to Hold Money in Trust
	  	 	24	  
	 Section 2.05 Holder Lists
	  	 	24	  
	 Section 2.06 Transfer and Exchange
	  	 	24	  
	 Section 2.07 Replacement Notes
	  	 	36	  
	 Section 2.08 Outstanding Notes
	  	 	36	  
	 Section 2.09 Treasury Notes
	  	 	36	  
	 Section 2.10 Temporary Notes
	  	 	36	  
	 Section 2.11 Cancellation
	  	 	37	  
	 Section 2.12 Defaulted Interest
	  	 	37	  
		
	 ARTICLE 3 
 REDEMPTION AND PREPAYMENT
	  			
		
	 Section 3.01 Notices to Trustee
	  	 	37	  
	 Section 3.02 Selection of Notes to Be Redeemed or Purchased
	  	 	38	  
	 Section 3.03 Notice of Redemption
	  	 	38	  
	 Section 3.04 Effect of Notice of Redemption
	  	 	39	  
	 Section 3.05 Deposit of Redemption or Purchase Price
	  	 	39	  
	 Section 3.06 Notes Redeemed or Purchased in Part
	  	 	39	  
	 Section 3.07 Optional Redemption
	  	 	40	  
	 Section 3.08 Mandatory Redemption; No Sinking Fund
	  	 	40	  
	 Section 3.09 Offer to Purchase by Application of Excess Proceeds
	  	 	40	  
		
	 ARTICLE 4 
 COVENANTS
	  			
		
	 Section 4.01 Payment of Notes
	  	 	42	  
	 Section 4.02 Maintenance of Office or Agency
	  	 	42	  
	 Section 4.03 Reports
	  	 	43	  
	 Section 4.04 Compliance Certificate
	  	 	44	  
	 Section 4.05 Taxes
	  	 	44	  
	 Section 4.06 Stay, Extension and Usury Laws
	  	 	44	  
	 Section 4.07 Restricted Payments
	  	 	45	  
	 Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	 	48	  
	 Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock
	  	 	50	  
	 Section 4.10 Asset Sales
	  	 	53	  


  
 i 









					
	 	  	Page	 
	 Section 4.11 Transactions with Affiliates
	  	 	55	  
	 Section 4.12 Liens
	  	 	56	  
	 Section 4.13 Business Activities
	  	 	57	  
	 Section 4.14 Corporate Existence
	  	 	57	  
	 Section 4.15 Offer to Repurchase Upon Change of Control
	  	 	57	  
	 Section 4.16 No Amendment to Subordination Provisions
	  	 	59	  
	 Section 4.17 Limitation on Sale and Leaseback Transactions
	  	 	59	  
	 Section 4.18 Payments for Consent
	  	 	59	  
	 Section 4.19 Limitation on Issuances of Guarantees of Indebtedness
	  	 	59	  
	 Section 4.20 Note Guarantees
	  	 	60	  
	 Section 4.21 Designation of Restricted and Unrestricted Subsidiaries
	  	 	60	  
		
	 ARTICLE 5 
 SUCCESSORS
	  			
		
	 Section 5.01 Merger, Consolidation, or Sale of Assets
	  	 	61	  
	 Section 5.02 Successor Corporation Substituted
	  	 	61	  
		
	 ARTICLE 6 
 DEFAULTS AND REMEDIES
	  			
		
	 Section 6.01 Events of Default
	  	 	62	  
	 Section 6.02 Acceleration
	  	 	63	  
	 Section 6.03 Other Remedies
	  	 	64	  
	 Section 6.04 Waiver of Past Defaults
	  	 	64	  
	 Section 6.05 Control by Majority
	  	 	65	  
	 Section 6.06 Limitation on Suits
	  	 	65	  
	 Section 6.07 Rights of Holders of Notes to Receive Payment
	  	 	65	  
	 Section 6.08 Collection Suit by Trustee
	  	 	65	  
	 Section 6.09 Trustee May File Proofs of Claim
	  	 	66	  
	 Section 6.10 Priorities
	  	 	66	  
	 Section 6.11 Undertaking for Costs
	  	 	66	  
		
	 ARTICLE 7 
 TRUSTEE
	  			
		
	 Section 7.01 Duties of Trustee
	  	 	67	  
	 Section 7.02 Rights of Trustee
	  	 	67	  
	 Section 7.03 Individual Rights of Trustee
	  	 	68	  
	 Section 7.04 Trustee’s Disclaimer
	  	 	69	  
	 Section 7.05 Notice of Defaults
	  	 	69	  
	 Section 7.06 Reports by Trustee to Holders of the Notes
	  	 	69	  
	 Section 7.07 Compensation and Indemnity
	  	 	69	  
	 Section 7.08 Replacement of Trustee
	  	 	70	  
	 Section 7.09 Successor Trustee by Merger, etc.
	  	 	71	  
	 Section 7.10 Eligibility; Disqualification
	  	 	71	  
	 Section 7.11 Preferential Collection of Claims Against Company
	  	 	71	  
		
	 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  			
		
	 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	71	  
	 Section 8.02 Legal Defeasance and Discharge
	  	 	72	  
	 Section 8.03 Covenant Defeasance
	  	 	72	  
	 Section 8.04 Conditions to Legal or Covenant Defeasance
	  	 	73	  


  
 ii 










					
	 	  	Page	 
	 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	 	74	  
	 Section 8.06 Repayment to Company
	  	 	74	  
	 Section 8.07 Reinstatement
	  	 	74	  
		
	 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER
	  			
		
	 Section 9.01 Without Consent of Holders of Notes
	  	 	75	  
	 Section 9.02 With Consent of Holders of Notes
	  	 	76	  
	 Section 9.03 Compliance with Trust Indenture Act
	  	 	77	  
	 Section 9.04 Revocation and Effect of Consents
	  	 	77	  
	 Section 9.05 Notation on or Exchange of Notes
	  	 	77	  
	 Section 9.06 Trustee to Sign Amendments, etc.
	  	 	77	  
		
	 ARTICLE 10 
 NOTE GUARANTEES
	  			
		
	 Section 10.01 Guarantee
	  	 	78	  
	 Section 10.02 Limitation on Guarantor Liability
	  	 	79	  
	 Section 10.03 Execution and Delivery of Note Guarantee
	  	 	79	  
	 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms
	  	 	80	  
	 Section 10.05 Releases
	  	 	80	  
		
	 ARTICLE 11 
 SATISFACTION AND DISCHARGE
	  			
		
	 Section 11.01 Satisfaction and Discharge
	  	 	81	  
	 Section 11.02 Application of Trust Money
	  	 	82	  
		
	 ARTICLE 12 
 MISCELLANEOUS
	  			
		
	 Section 12.01 Trust Indenture Act Controls
	  	 	82	  
	 Section 12.02 Notices
	  	 	82	  
	 Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	  	 	84	  
	 Section 12.04 Certificate and Opinion as to Conditions Precedent
	  	 	84	  
	 Section 12.05 Statements Required in Certificate or Opinion
	  	 	84	  
	 Section 12.06 Rules by Trustee and Agents
	  	 	84	  
	 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	 	85	  
	 Section 12.08 Governing Law
	  	 	85	  
	 Section 12.09 Waiver of Jury Trial
	  	 	85	  
	 Section 12.10 Force Majeure
	  	 	85	  
	 Section 12.11 USA Patriot Act
	  	 	85	  
	 Section 12.12 No Adverse Interpretation of Other Agreements
	  	 	85	  
	 Section 12.13 Successors
	  	 	85	  
	 Section 12.14 Severability
	  	 	86	  
	 Section 12.15 Counterpart Originals
	  	 	86	  
	 Section 12.16 Table of Contents, Headings, etc.
	  	 	86	  


  
 iii









 EXHIBITS 
  

			
	Exhibit A	  	FORM OF NOTE
		
	Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER
		
	Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE
		
	Exhibit D	  	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
		
	Exhibit E	  	FORM OF NOTATION OF GUARANTEE
		
	Exhibit F	  	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS


  
 iv 









 INDENTURE dated as of November 17, 2010 between Mercer International Inc., a
Washington corporation, and Wells Fargo Bank, National Association, as trustee. 
 WHEREAS, the Company has duly authorized the
creation of a series of its debt securities denominated as the “9.5% Senior Notes due 2017” (the “Notes”); 
 WHEREAS, the Company has duly authorized the execution and delivery of this Indenture, to establish the Notes as provided for in this Indenture, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms. 
 NOW, THEREFORE, the Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders (as defined below) of the Notes: 
 ARTICLE 1

 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 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. 
 “2013 Senior Notes” means the Company’s 9.25% Senior Notes Due 2013. 

“Acquired Debt” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such
specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and 

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

“Additional Interest” has the meaning assigned to that term pursuant to the Registration Rights Agreement. 

 Additional Notes” means Notes (other than the Initial Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 
 “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial
ownership of more than 20% (measured on a fully diluted basis) of the Voting Stock of a Person (except as reportable on Form 13-F or Form 13-G of the SEC) will be deemed to be control. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative meanings. 

  
 1 








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

 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in
any Global Note, and the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 

“Asset Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the
Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of Section 4.15 and/or Section 5.01 hereof and not by the provisions of Section 4.10 hereof; and 

(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of
its Subsidiaries. 
 Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: 

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than
$2.0 million; 
 (2) a transfer of assets between or among the Company and its Restricted Subsidiaries; 

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the
Company; 
 (4) the sale or lease of products (including electricity and power generated as a by-product of or from, or
utilizing the facilities of, any other Permitted Business), services, accounts receivable or current assets in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of
business; 
 (5) the sale or other disposition of cash or Cash Equivalents; 

(6) any release of intangible claims or rights in connection with the loss or settlement of a bona fide lawsuit, dispute or other
controversy; 
 (7) leases or subleases to third persons not interfering in any material respect with the business of the
Company or any of its Restricted Subsidiaries; 
 (8) a Restricted Payment that does not violate the provisions of
Section 4.07 hereof or a Permitted Investment; and 
 (9) purchases, sales or other transfers of pulp, fiber, chemicals
and other consumables between or among the Company or any Restricted Subsidiary and any Unrestricted Subsidiary at market prices pursuant to arrangements approved by the Company’s Board of Directors as being fair, from a financial point of
view, to the Company or the applicable Restricted Subsidiary, as the case may be; purchases, sales or other transfers of spare parts or mill consumables between any Restricted Subsidiary and any Unrestricted Subsidiary at book value; and other
transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, that are fair to the Company or the
Restricted Subsidiary, as the case may be, in the reasonable determination of the Company’s Board of Directors. 

  
 2 








 “Attributable Debt” in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if
such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 

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

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board; 
 (2) with respect to a partnership, the board of directors of the general partner of the
partnership; 
 (3) with respect to a limited liability company, the managing member or members or any controlling committee
of managing members thereof; and 
 (4) with respect to any other Person (including a business trust), the board of trustees
or committee of such Person serving a similar function. 
 “Borrowing Base” means, as of any date, an amount equal to:

 (1) 85% of the face amount of all accounts receivable owned by the Company and its Restricted Subsidiaries as of the end
of the most recent fiscal month preceding such date, calculated on a consolidated basis and in accordance with GAAP; plus  
 (2) 60% of the book value of all inventory owned by the Company and its Restricted Subsidiaries as of the end of the most recent fiscal month preceding such date, calculated on a consolidated basis
and in accordance with GAAP. 
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

 “Business Day” means any day other than a Legal Holiday. 

  
 3 








 “Capital Lease Obligation” means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP. 
 “Capital Stock” means: 
 (1) in the case of a corporation,
corporate stock; 
 (2) in the case of an association or business entity or trust, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock, including shares of beneficial interest; 

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership
interests; and 
 (4) any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital
Stock. 
 “Cash Equivalents” means: 
 (1) United States dollars, Canadian dollars or Euros; 
 (2) securities
issued or directly and fully guaranteed or insured by the United States, Canadian, German or United Kingdom government or any agency or instrumentality of the United States, Canadian, German or United Kingdom government (provided that the
full faith and credit of the United States, Canada, Germany or the United Kingdom is pledged in support of those securities) having maturities of not more than six months from the date of acquisition; 

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreements or with any domestic commercial bank having capital and surplus in excess of
$500.0 million and a Thomson Bank Watch Rating of “B” or better; 
 (4) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within
six months after the date of acquisition; and 
 (6) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (5) of this definition. 

  
 4 








 “Change of Control” means the occurrence of any of the following: 

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

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

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any
“person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; provided that, however, it is not a Change
in Control if, pursuant to such transaction, all of the Voting Stock of the Company is changed into or exchanged for securities of a parent corporation that after such transaction owns all of the Capital Stock of the Company and no person is the
Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such parent corporation; 
 (4) during any
consecutive two-year period, individuals who at the beginning of that two-year period constituted the Company’s Board of Directors (together with any new persons whose election to the Company’s Board of Directors, or whose nomination for
election by the Company’s shareholders, was approved by a vote of a majority of the directors who were either directors at the beginning of such period or whose election or nomination for election was approved by the Company’s Board of
Directors or the nominating committee thereof, the majority of the members of which meet the above criteria) cease for any reason to constitute a majority of the Company’s Board of Directors then in office; or 

(5) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the
Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the
Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of
such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance). 

“Clearstream” means Clearstream Banking, S.A. 
 “Company” means Mercer International Inc., and any and all successors thereto. 
 “Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: 

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in
connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus  

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that
such provision for taxes was deducted in computing such Consolidated Net Income; plus  
 (3) the Fixed Charges of
such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus  

  
 5 








 (4) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net
Income; plus  
 (5) all expenses including premium and consent payments related to the offering of these Notes and
the tender offer of the 2013 Senior Notes (including, without limitation, premium and consent fees) to the extent such amounts were deducted in computing such Consolidated Net Income; plus  

(6) the following expenses, losses or gains to the extent such amounts were included in the computation of Consolidated Net Income:

 (i) extraordinary, non-recurring or unusual losses or expenses, including, without limitation, recruiting, severance and
restructuring costs or gains during such period, as determined in good faith by the Board of Directors of the Company, in each case, without regard to any limitations of Item 10(e) of Regulation S-K; provided that the total of such costs
added back pursuant to this clause 6(i) shall not exceed $5.0 million in any twelve-month period; 
 (ii) foreign
exchange gains or losses incurred with respect to receivables (net of the impact on payables) on product sales; and 

(iii) expenses related to equipment failures (including, without limitation, costs of repair, equipment replacement or addition)
where a good faith application for the recovery of such costs from the vendor or an insurer has been made, less any such recovery and the amount of any such claim to the extent it has been finally determined to be uncollectible, the net amount not
to exceed $2.0 million in the aggregate over any twelve-month period; minus  
 (7) non-cash items increasing
such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, 
 in each case, on a
consolidated basis for such Person and its Restricted Subsidiaries and determined in accordance with GAAP. 
 Notwithstanding
the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated
EBITDA of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed, directly or indirectly, to the Company by such Restricted Subsidiary without prior governmental
approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders. 

  
 6 








 “Consolidated Net Income” means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; 
 (3) the cumulative effect of a change in accounting principles will be excluded; 
 (4) any goodwill impairment charges pursuant to Financial Accounting Standards Board Statement No. 142 or any asset impairment charges pursuant to Financial Accounting Standards Board Statement
No. 144 will be excluded; and 
 (5) notwithstanding clause (1) above, the Net Income of any Unrestricted
Subsidiary (including, without limitation, the impact of any Hedging Obligations) will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries. 

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been
cured or waived. 
 “Corporate Trust Office of the Trustee” for administration purposes will be at the address
of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company. With respect to presentation of notes or for registration of transfer or exchange, 625 Marquette Avenue, Minneapolis,
MN 55402, Attention Bondholder Communications. 
 “Credit Agreements” means: (i) that certain Credit
Agreement by and among Zellstoff Celgar Limited Partnership and CIT Business Credit Canada Inc., as Agent, providing for up to C$40.0 million of revolving credit borrowings, including any related Notes, Guarantees, collateral documents, instruments
and agreements executed in connection therewith, (ii) that certain Credit Agreement by and among Zellstoff-und Papierfabrik Rosenthal GmbH, D&Z Holding GmBH, D&Z Beteiligungs GmbH and ZPR Logistik GmbH and Bayerische Hypo-und
Vereinsbank AG, as original lender and issuing bank, providing for up to €25.0 million of revolving credit borrowings, including any related Notes, Guarantees, collateral documents, instruments and agreements executed in connection
therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part
from time to time; (iii) that Loan Agreement between Zellstoff-und Papierfabrik Rosenthal GmbH, as borrower and Bayerische Hypo-und Vereinsbank AG for €4.4 million; and (iv) that certain Credit Agreement among Zellstoff-und
Papierfabrik Rosenthal GmbH, D&Z Holding GmbH, D&Z Beteiligungs GmbH and the Company and Kreissparkasse Saale-Orla, as original lender, providing for up to €3.5 million of revolving credit borrowings, including any related notes,
Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including
by means of sales of debt securities to institutional investors) in whole or in part from time to time. 

  
 7 








 “Credit Facilities” means, one or more debt facilities (including, without
limitation, the Credit Agreements) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or
refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. 

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

 “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 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. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in
part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of
this Indenture. 
 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified
Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified
Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption
provisions of, such Disqualified Stock, exclusive of accrued dividends. 
 “Domestic Subsidiary” means any
Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the
Company. 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital
Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system. 

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

  
 8 








 “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. 
 “Existing Indebtedness” means the Indebtedness of the Company and its Restricted Subsidiaries
(other than Indebtedness under the Credit Agreements) in existence on the date of this Indenture, until such amounts are repaid. 
 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party. In the
case of a transaction not exceeding $10.0 million, Fair Market Value may be determined in good faith by the Chief Financial Officer, Controller or Treasurer of the Company, and in the case of a transaction exceeding $10.0 million, Fair
Market Value shall be determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture). 
 “Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital
borrowings, including working capital borrowings under Credit Facilities) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to
the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the
beginning of the applicable four-quarter reference period. 
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

 (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through
mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of
Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (in accordance with
Regulation S-X under the Securities Act or, if not in accordance with Regulation S-X constituting Pro Forma Cost Savings not to exceed $5.0 million in any twelve-month period) as if they had occurred on the first day of the
four-quarter reference period; 
 (2) the Consolidated EBITDA which is attributable to discontinued operations (as
determined in accordance with GAAP), and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 
 (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the
Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; 

  
 9 








 (4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed
to have been a Restricted Subsidiary at all times during such four-quarter period; 
 (5) any Person that is not a
Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and 
 (6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate
for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 6 months). 

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued, including, without limitation, original issue discount, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations in accordance with GAAP and
excluding amortization and write-offs of debt issuance costs), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of
interest rates (excluding, for the avoidance of doubt, amounts due upon settlement of any such Hedging Obligations); plus  
 (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus  

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured
by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus  
 (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than
dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP. 

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

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

  
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 “Global Note Legend” means the legend set forth in Section 2.06(g)(2)
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 deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A
hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Sections 2.01 and 2.06 hereof. 

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the
payment for which the United States pledges its full faith and credit. 
 “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, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise). 
 “Guarantor” means each Subsidiary of the Company that executes a Note Guarantee in
accordance with the provisions of this Indenture, and its successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture. 

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: 

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and
interest rate collar agreements; 
 (2) other agreements or arrangements designed to manage interest rates or interest rate
risk; and 
 (3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange
rates (including, without limitation, foreign currency futures and options, currency swaps, currency forwards and related interest rate swaps and/or forwards) or commodity prices (including, without limitation, commodity futures, swaps or options)
or energy prices (including forwards and swaps). 

  
 11 









 “Holder” means a Person in whose name a Note is registered on the books of
the Registrar. 
 “IAI 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 Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the
Notes sold to Institutional Accredited Investors.  
 “Indebtedness” means, with respect to any
specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: 

(1) in respect of borrowed money; 
 (2) evidenced by bonds, Notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); 

(3) in respect of banker’s acceptances; 
 (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions; 
 (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any
balance that constitutes an accrual of expenses or trade payable; or 
 (6) representing any Hedging Obligations (the amount
of any such Hedging Obligations to be equal at any time to the termination value of the agreement or arrangement giving rise to such Hedging Obligations that would be payable by such Person at such time), 

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 
 “Initial Notes” means the first $300.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof. 

“Initial Purchasers” means RBC Capital Markets, LLC, Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and
Macquarie Capital (USA) Inc. 
 “Institutional Accredited Investor” means an institution that is an
“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. 

  
 12 









 “Investments” means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made
in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Restricted
Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a
third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as
provided in the final paragraph of Section 4.07 hereof. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or
at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period. 
 “Letter of Transmittal” means the letter
of transmittal to be prepared by the Company and sent to all Holders for use in connection with the Exchange Offer. 

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

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in
accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 
 (1) any gain
(but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: 

(i) any Asset Sale; or 
 (ii) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; 

(2) any extraordinary gain, together with any related provision for taxes on such extraordinary gain; 

(3) any foreign exchange gain (loss) on Indebtedness; and 

(4) any marked to market gain (loss) whether realized or accrued, without duplication, on Hedging Obligations. 

  
 13 









 “Net Proceeds” means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such
Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case,
after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset
or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. 
 “Non-Recourse Debt” means Indebtedness as to which neither the Company nor any of its Restricted Subsidiaries: 
 (1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness); 

(2) is directly or indirectly liable as a guarantor or otherwise; or 

(3) constitutes the lender. 
 “Non-U.S. Person” means a Person who is not a U.S. Person. 

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the
Notes, executed pursuant to the provisions of this Indenture. 
 “Notes” has the meaning assigned to it in the
preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal
financial officer, the controller, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof. 
 “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an
employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 

  
 14 









 “Participant” means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
 “Permitted Business” means any business conducted by the Company and its Restricted Subsidiaries on the date of this Indenture, including the pulp and paper manufacturing and sales
business, production and generation and sales of electricity generated as a by-product of or from, or utilizing the facilities of, any Permitted Business and any business reasonably related thereto, ancillary or complimentary to reasonable
extensions thereof, including, without limitation, transportation, logistics and wood harvesting and procurement. 
 “Permitted
Investments” means: 
 (1) any Investment in the Company or in a Restricted Subsidiary of the Company; 

(2) any Investment in Cash Equivalents; 
 (3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: 
 (i) such Person becomes a Restricted Subsidiary of the Company; or 

(ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or
is liquidated into, the Company or a Restricted Subsidiary of the Company; 
 (4) any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof; 

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified
Stock) of the Company or out of the net proceeds of an issue or sale of Equity Interest of the Company (other than Disqualified Stock) so long as such acquisition occurs within 60 days thereafter; 

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred
in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or
(B) litigation, arbitration or other disputes; 
 (7) Investments represented by Hedging Obligations; 

(8) loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company
in an aggregate principal amount not to exceed $2.0 million at any one time outstanding; 
 (9) repurchases of the
Notes and repurchases and/or redemptions of the 2013 Senior Notes; 
 (10) extensions of trade credit or advances to
customers and/or suppliers on commercially reasonable terms in the ordinary course of business; 

  
 15 









 (11) Guarantees of Indebtedness of the Company or any of its Restricted Subsidiaries
issued in accordance with Section 4.09 hereof; 
 (12) Investments resulting from payment of consolidated taxes that
include Unrestricted Subsidiaries; 
 (13) other Investments in any Person (other than an Affiliate of the Company that is
not a Subsidiary of the Company) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to
this clause (13) that are at the time outstanding not to exceed $20.0 million; and 
 (14) for the avoidance of
doubt, any Restricted Investments existing on the date hereof. 
 “Permitted Liens” means: 

(1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit
Facilities that was permitted by the terms of this Indenture to be incurred and/or securing Hedging Obligations related thereto; 

(2) Liens in favor of the Company; 
 (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in
existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary; 

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary
of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition; 
 (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, letters of credit or other obligations of a like nature incurred in the ordinary course of
business; 
 (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the
second paragraph of Section 4.09 hereof covering only the assets acquired with or financed by such Indebtedness; 

(7) Liens existing on the date of this Indenture or from contractual commitments existing on the date of this Indenture; 

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good
faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case,
incurred in the ordinary course of business; 

  
 16 









 (10) survey exceptions, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that 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; 
 (11) Liens created for the benefit of (or to secure) the Notes; 

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however,
that: 
 (i) the new Lien shall be limited to all or part of the same property and assets that secured or, under the
written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 

(ii) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding
principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance
or discharge; 
 (13) Liens securing Hedging Obligations made in the ordinary course of business and not for speculation;
provided that such Hedging Obligations are permitted under this Indenture; 
 (14) Liens resulting from sale and
leaseback transactions otherwise permitted by Section 4.17 hereof at any one time outstanding that do not exceed $15.0 million; and 
 (15) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations at any one time outstanding that do not exceed $20.0 million.

 “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness);
provided that: 
 (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and
expenses, including premiums, incurred in connection therewith); 
 (2) such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged; 

  
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 (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as
favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 
 (4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, limited liability company or government or other entity. 
 “Private Placement
Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 

“Pro Forma Cost Savings” means, with respect to any four-quarter period, the reduction in net costs and expenses that:

 (1) were actually implemented prior to the Calculation Date in connection with or as a result of an acquisition,
Investment, disposition, merger, consolidation or discontinued operation or other specified action and that are supportable and quantifiable by the underlying accounting records; or 

(2) relate to an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified action and
that the Company reasonably determines will actually be realized within 12 months of the date of the closing of the acquisition, Investment, disposition, merger, consolidation or discontinued operation or specified action. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, among the Company
and the other parties named on the signature pages thereto, 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 among the Company 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 Company 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 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 Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on
Rule 903 of Regulation S. 
 “Responsible Officer,” when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee having direct responsibility for the administration of this Indenture (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular
subject and having direct responsibility for the administration of this Indenture. 

  
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 “Restricted Definitive Note” means a Definitive Note bearing the Private
Placement Legend. 
 “Restricted Global Note” means a Global Note bearing 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” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

 “Rosenthal” means Zellstoff-und Papierfabrik Rosenthal GmbH and any and all successors thereto. 

“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 Ratings Group. 

“SEC” means the Securities and Exchange Commission. 

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

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

 “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined
in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. 
 “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be
paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the
payment thereof. 
 “Subordinated Note Indenture” means the indenture governing the Subordinated Notes.

 “Subordinated Notes” means the Company’s 8.5% Convertible Senior Subordinated Notes Due 2012.


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

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 
 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 
 “Trading Day” means: 
 (1) if the Company’s common
Capital Stock is quoted on the Nasdaq Global Market, a day on which trades may be made on the Nasdaq Global Market; or 

(2) if the Company’s common Capital Stock is not so listed, admitted for trading or quoted, any day other than a Saturday or
Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law, executive order or otherwise to close. 
 “Trustee” means Wells Fargo Bank, National Association until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor
serving hereunder. 
 “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not
required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a Global Note that does not
bear and is not required to bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means each of
Stendal Pulp Holding GmbH, Zellstoff Stendal GmbH, Zellstoff Stendal Holz GmbH, Zellstoff Stendal Transport GmbH, ZS Holz Beteiligungs GmbH (or any successor to any of them) or any other Subsidiary of the Company that is designated by the Board of
Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: 
 (1) has no Indebtedness other than Non-Recourse Debt; 
 (2) except as
permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; 
 (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or
(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and 
 (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries. 

  
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 “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act. 
 “Voting Stock” of any specified 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 at any date, the number of years obtained by dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at
final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by  

(2) the then outstanding principal amount of such Indebtedness. 
 Section 1.02 Other Definitions.  
  

					
	 Term
	  	Defined in
Section	 
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Asset Sale Offer”
	  	 	3.09	  
	 “Authentication Order”
	  	 	2.02	  
	 “Change of Control Offer”
	  	 	4.15	  
	 “Change of Control Payment”
	  	 	4.15	  
	 “Change of Control Payment Date”
	  	 	4.15	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “DTC”
	  	 	2.03	  
	 “Event of Default”
	  	 	6.01	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “incur”
	  	 	4.09	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Offer Amount”
	  	 	3.09	  
	 “Offer Period”
	  	 	3.09	  
	 “Paying Agent”
	  	 	2.03	  
	 “Permitted Debt”
	  	 	4.09	  
	 “Payment Default”
	  	 	6.01	  
	 “Purchase Date”
	  	 	3.09	  
	 “Registrar”
	  	 	2.03	  
	 “Restricted Payments”
	  	 	4.07	  

 Section 1.03 Incorporation by Reference of Trust Indenture Act.  

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


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

“indenture securities” means the Notes; 
 “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 Note Guarantees means the Company and the Guarantors, respectively, and any successor
obligor upon the Notes and the Note Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 

Section 1.04 Rules of Construction.  
 Unless the context otherwise requires: 
 (1) a term has the meaning assigned
to it; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(3) “or” is not exclusive; 
 (4) words in the singular include the plural, and in the plural include the singular; 
 (5) “will” shall be interpreted to express a command; 

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

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor
sections or rules adopted by the SEC from time to time. 
 ARTICLE 2 

THE NOTES 

Section 2.01 Form and Dating.  
 (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company
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. 

  
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 (b) Global Notes. Notes issued in global form will 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 will 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 will represent such of the outstanding Notes as will be specified therein and
each shall provide that it represents the aggregate principal amount of outstanding 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 appropriate, 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 will 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. 
 Section 2.02 Execution and Authentication.  
 At least one Officer must sign the Notes
for the Company by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note will nevertheless be valid. 
 A Note will not be valid until authenticated by the
manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee will, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under
this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication
Orders, except as provided in Section 2.07 hereof. 
 The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company. 
 Section 2.03 Registrar and Paying Agent. 

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

  
 23 









 Section 2.04 Paying Agent to Hold Money in Trust.  

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on the Notes, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes. 
 Section 2.05 Holder Lists.  
 The Trustee will preserve in as current a
form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and
the Company shall otherwise comply with TIA § 312(a). 
 Section 2.06 Transfer and Exchange.  

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will
be exchanged by the Company for Definitive Notes if: 
 (1) the Company delivers to the Trustee notice from the Depositary
that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the
date of such notice from the Depositary; 
 (2) subject to any limitations imposed by the Depositary pursuant to its
then-current practices, the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or 

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. 

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as
the Depositary shall instruct the Trustee. 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
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. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 

  
 24 









 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will 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 will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (1) 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, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). 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)(1). 

(2) 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)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 
 (A) both: 
 (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures directing the 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 
 (ii) instructions given in accordance with the Applicable Procedures containing information regarding
the Participant account to be credited with such increase; or 
 (B) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange
referred to in (1) above. 

  
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 Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the
requirements of this Section 2.06(b)(2) 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. 
 (3) 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)(2) above and the Registrar receives the following: 
 (A) if the
transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(B) if the transferee will take delivery in the form of a beneficial interest in the 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; and 
 (C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including
the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 
 (4) 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)(2) above 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 (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (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 

  
 26 









 (D) the Registrar receives the following: 

(i) 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, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(ii) 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, 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 Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in 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.  

(1) 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 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 in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in 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 to the effect set forth in 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 to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those
listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; 

  
 27 









 (F) if such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in 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 Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate
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 Depositary and the Participant or Indirect Participant. The Trustee shall deliver 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)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained
therein. 
 (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial
interest in a Restricted Global Note may exchange such 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 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 (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (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: 

(i) 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 in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
 (ii) 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 in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

  
 28 









 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. 
 (3) 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 satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest
requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver 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)(3) will not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.  

(1) 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 Notes 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 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 to the effect
set forth in 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 to the effect set forth in 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 to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

  
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 (E) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; 

(F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (G) if such Restricted
Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause
(A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 

(2) 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 (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes
or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (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: 
 (i) 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 in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(ii) 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 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. 

  
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 Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
 (3) 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 will 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 subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has
not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will 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 will register the transfer or exchange of Definitive Notes. Prior to such registration of
transfer or exchange, the requesting Holder must 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 must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

 (1) 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 Rule 144A, then the transferor must deliver a certificate 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; and 

(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, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

  
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 (2) 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 (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes
or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (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: 
 (i) if the Holder of such
Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(ii) 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 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. 

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 Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 
 (1) 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 accepted for exchange in the
Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined
in Rule 144) of the Company; and 

  
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 (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company. 
 Concurrently with the
issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated
by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 

(g) Legends. The following legends will 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. 
 (1) 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 U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE
HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN “OFFSHORE
TRANSACTION” PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY
PREDECESSOR OF THIS NOTE) AND THE LAST DATE ON WHICH MERCER INTERNATIONAL INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE OR ANY PREDECESSOR OF THIS NOTE, OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.” 

  
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 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form: 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.” 
 (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 will 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 will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the
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 will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

  
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 (i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will 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. 
 (2) No service charge will 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 Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
 (3) The Registrar will not be required to register the transfer of or exchange
of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes
will be the valid obligations of the Company, 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. 

(5) Neither the Registrar nor the Company will 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; 
 (B) to register the transfer of or
to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 
 (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute
owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

 (8) 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. 

  
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 Section 2.07 Replacement Notes.  

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note. 
 Every replacement Note is an additional obligation of
the Company and will 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 Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or
a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. 
 If a Note is
replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 

If the 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 Company, a Subsidiary or an Affiliate of any thereof) holds, on a
redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will 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 Company or any Guarantor, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Company, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any
such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded. 
 Section 2.10 Temporary
Notes.  
 Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon
receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 

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

 Section 2.11 Cancellation.  
 The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all canceled Notes will be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

Section 2.12 Defaulted Interest.  
 If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than seven (7) days prior to the related
payment date for such defaulted interest. At least ten (10) days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be
mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 
 ARTICLE 3 
 REDEMPTION AND PREPAYMENT 

Section 3.01 Notices to Trustee.  
 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth: 
 (1) the clause of this Indenture pursuant to which
the redemption shall occur; 
 (2) the redemption date; 

(3) the principal amount of Notes to be redeemed; and 
 (4) the redemption price. 

  
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 Section 3.02 Selection of Notes to Be Redeemed or Purchased.  

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for
redemption or purchase by lot pursuant to the rules of DTC, if applicable, or on a pro rata basis or some other method as the Trustee deems fair and appropriate except: 
 (1) 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 

(2) if otherwise required by law. 
 In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to
the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note
selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes
of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, provided Notes are redeemed or repurchased in denominations authorized by this Indenture. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
 Section 3.03 Notice of Redemption.  
 Subject to the provisions of
Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail (in the case of Notes held in book entry form, by electronic transmission), a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of
the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof. 
 The notice will identify the Notes to be
redeemed and will state: 
 (1) the redemption date; 

(2) the redemption price; 
 (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 
 (4) the name and
address of the Paying Agent; 
 (5) that Notes called for redemption must be surrendered to the Paying Agent to collect the
redemption price; 
 (6) that, unless the Company defaults in making such redemption payment, interest on Notes called for
redemption ceases to accrue on and after the redemption date; 

  
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 (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and 
 (8) that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 At the Company’s request, the Trustee will
give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

Section 3.04 Effect of Notice of Redemption.  
 Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of
redemption may not be conditional. 
 Section 3.05 Deposit of Redemption or Purchase Price.  

One Business Day prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased. 

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease
to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06 Notes Redeemed or Purchased in Part. 

 Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication
Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 

  
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 Section 3.07 Optional Redemption.  

(a) At any time prior to December 1, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of 109.5% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of a sale of
Equity Interests (other than Disqualified Stock) of the Company; provided that: 
 (1) at least 65% of the aggregate
principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 

(2) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. 

(b) On or after December 1, 2014, the Company may redeem all or a part of the Notes upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest (including any Additional Interest) on the Notes redeemed to the applicable redemption date, if
redeemed during the twelve-month period beginning on December 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 

 

					
	 Year
	  	Percentage	 
	 2014
	  	 	104.750	% 
	 2015
	  	 	102.375	% 
	 2016 and thereafter
	  	 	100.000	% 

 Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on the applicable redemption date. 
 i) 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; No Sinking Fund.  
 The Company is not required to make mandatory redemption or sinking fund payments with
respect to the Notes or, except as set forth in Sections 4.10 and 4.15 hereof, to repurchase the Notes at the option of the Holders. 

Section 3.09 Offer to Purchase by Application of Excess Proceeds.  
 In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the
procedures specified below. 
 The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is
pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20
Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of
the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.


  
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 If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest and Additional Interest, if any, will 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 will be payable to Holders
who tender Notes pursuant to the Asset Sale Offer. 
 Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of
the Asset Sale Offer, will state: 
 (1) 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 will remain open; 
 (2) the Offer Amount, the purchase
price and the Purchase Date; 
 (3) that any Note not tendered or accepted for payment will continue to accrue interest;

 (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer will cease to accrue interest after the Purchase Date; 
 (5) that Holders electing to have a Note purchased pursuant
to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or an integral multiple of $1,000 in excess thereof; 
 (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase”
attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 

(7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Note purchased; 
 (8) that, if the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other
pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased); and 

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry transfer). 

  
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 On or before the Purchase Date, the Company will, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The
Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new
Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results
of the Asset Sale Offer on the Purchase Date. 
 Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 

ARTICLE 4 

COVENANTS 

Section 4.01 Payment of Notes.  
 The Company will pay or cause to be paid the principal of, premium on, if any, and interest and Additional Interest, if any, on the Notes on the dates and in the manner provided in the Notes. Principal,
premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited
by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company will 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 Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at a rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02 Maintenance of Office or Agency.  
 The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate or agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or
for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served, if and to the extent required by the rules and regulations of the SEC or other relevant regulatory body. The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company
will 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. 

  
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 The Company hereby designates the Corporate Trust Office of the Trustee as one such office
or agency of the Company in accordance with Section 2.03 hereof. 
 Section 4.03 Reports.  

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish
to the Holders of Notes and to the Trustee (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations: 
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and 

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such
reports. 
 All such reports shall be prepared in all material respects in compliance with all of the rules and regulations
applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, the Company will file a copy of each of
the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). The Company
will at all times comply with TIA § 314(a). 
 If, at any time, the Company is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The
Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to
in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. 
 (b) If any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include
a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results
of operations of the Company and its Restricted Subsidiaries separate from the consolidated financial condition and results of operations of the Company. 
 (c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the
Company will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will be deemed to have
provided such information to Holders, securities analysts and prospective investors if it has filed reports containing such information with the SEC via the EDGAR filing system and such reports are publicly available. 

(d) Delivery of such reports, information and documents to the Trustee to the extent required hereunder is for informational purposes
only, the Trustee has no duty or obligation to investigate further and the Trustee’s receipt of such reports, information or documents shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ Certificate). 

  
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 Section 4.04 Compliance Certificate.  

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee,
within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing
Officers (in their capacities as such and not in their personal capacities) with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, or interest or Additional Interest, if any, on the
Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 
 (b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 

Except with respect to the receipt of Note payments and any Default or Event of Default information contained in the Officers’
Certificate delivered to it pursuant to this Section 4.04, the Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of any representation, warranty or covenant made in this Indenture. 

Section 4.05 Taxes.  

The Company will pay, and will cause each of its Restricted Subsidiaries and any other Subsidiary with whom the Company or any Restricted
Subsidiary is jointly and severally liable to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment
is not adverse in any material respect to the Holders of the Notes. 
 Section 4.06 Stay, Extension and Usury Laws.  

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

  
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 Section 4.07 Restricted Payments.  

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

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or
any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable
to the Company or a Restricted Subsidiary of the Company); 
 (2) purchase, redeem or otherwise acquire or retire for value
(including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; 

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of
the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except a payment of interest or
principal at the Stated Maturity thereof; or 
 (4) make any Restricted Investment (all such payments and other actions set
forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), 
 unless, at the time
of and after giving effect to such Restricted Payment: 
 (1) no Default or Event of Default has occurred and is continuing
or would occur as a consequence of such Restricted Payment; 
 (2) the Company would, at the time of such Restricted Payment
and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in Section 4.09(a) hereof; and 
 (3) such Restricted Payment, together with the
aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (7) and (8) of paragraph
(b) of this Section 4.07), is less than the sum, without duplication of: 
 (A) 50% of the Consolidated Net Income
of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus 

  
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 (B) 100% of the aggregate net cash proceeds received by the Company since the date of
this Indenture (i) as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company including upon exercise of stock options whether issued before or after the date of this Indenture (other than
Disqualified Stock) or (ii) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than
Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus 
 (C) to the extent
that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of
disposition, if any) and (ii) the initial amount of such Restricted Investment; plus 
 (D) to the extent that any
Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the lesser of (i) the Fair Market Value of the Company’s Investment in
such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of this Indenture; plus 

(E) 50% of (i) any dividends, interest, intercompany loan payments or other distributions received in cash by the Company or a
Restricted Subsidiary of the Company after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends, interest, intercompany loan payments or other distributions were not otherwise included in the
Consolidated Net Income of the Company for such period; (ii) without duplication, any amounts received in cash by the Company or a Restricted Subsidiary of the Company after the date of this Indenture representing the proceeds of any settlement
of any Hedging Obligations, to the extent that such dividends or cash proceeds represent gains previously recognized under GAAP and were not otherwise included in calculating the Consolidated Net Income of the Company; and (iii) the amount of
any marketing, administration or other fee received in cash by the Company or a Restricted Subsidiary from an Unrestricted Subsidiary to the extent such amounts were not included in the Consolidated Net Income of the Company for such period; less
100% of any payment made in settlement of any Hedging Obligations of the Company and its Restricted Subsidiaries to the extent such payment represents cumulative net losses previously recognized under GAAP and not previously deducted in calculating
the Consolidated Net Income of the Company. 
 (b) So long as no Default has occurred and is continuing or would be caused
thereby, the provisions of Section 4.07(a) hereof will not prohibit: 
 (1) the payment of any dividend or the
consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice the dividend or redemption payment would
have complied with the provisions of this Indenture; 
 (2) the making of any Restricted Payment in exchange for, or out of
the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to
the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of Section 4.07(a) hereof; 

  
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 (3) the repurchase, redemption, defeasance or other acquisition or retirement for value
of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with (i) the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness or
(ii) after the completion of a Change in Control Offer pursuant to the terms of Section 4.15 hereof, to the extent required pursuant to any similar change of control offer provision of the indenture or other agreement governing
Subordinated Indebtedness (including the Subordinated Notes); 
 (4) the repurchase, redemption, defeasance or other
acquisition or retirement for value of the Company’s Subordinated Notes in the event that the daily closing sale price per share of the Company’s common stock on the Nasdaq Global Market (or, if the Company’s common stock is no longer
traded on the Nasdaq Global Market, the principal public trading market, including the Toronto Stock Exchange, for such common stock) for a period of at least ten (10) consecutive Trading Days exceeds 120% of the then-applicable conversion
price of the Subordinated Notes, determined in accordance with the terms of the Subordinated Note Indenture as in effect on the date of this Indenture; 
 (5) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity
Interests who are not Affiliates of the Company, except Restricted Subsidiaries of the Company, on a pro rata basis; 

(6) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted
Subsidiary of the Company held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar
agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any twelve-month period; 

(7) the repurchase of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights to the extent
such Equity Interests represent a portion of the exercise price of those stock options or stock appreciation rights; 

(8) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock
of the Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage test set forth in Section 4.09 hereof; 
 (9) payments or distributions to shareholders exercising appraisal or discount rights pursuant to applicable law pursuant to or in connection with a merger, consolidation or transfer of all or
substantially all of the Company and its Restricted Subsidiary assets that complies with the provisions of this Indenture; 

  
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 (10) in the event of a Change of Control, and if no Default or Event of Default shall
have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes or the Guarantee
(including the Exchange Notes and any Guarantees thereof) of such Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Indebtedness, plus any accrued and unpaid interest therein; provided that prior or
contemporaneously with such payment, purchase, redemption or defeasance or other acquisition or retirement, the Company (or a third party to the extent permitted by the indenture) has made the Change of Control Offer with respect to the Notes
(including the Exchange Notes) and has repurchased all Notes (including the Exchange Notes) validly tendered and not withdrawn in connection with such Change of Control Offer; 
 (11) in the event of an Asset Sale which requires the Company to make an Asset Sale Offer, and if no Default or Event of Default shall have occurred and be continuing, the payment, purchase,
redemption, defeasance or other acquisition or retirement of Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes or the Guarantee (including the Exchange Notes and any Guarantees thereof) of
such Guarantor, in each case, at a purchase price not greater than 100% of the principal amount of such Indebtedness, plus any accrued and unpaid interest therein; provided that prior or contemporaneously with such payment, purchase, redemption or
defeasance or other acquisition or retirement, the Company has made an Asset Sale Offer with respect to the Notes (including the Exchange Notes) and has repurchased all Notes (including the Exchange Notes) validly tendered and not withdrawn in
connection with such Asset Sale Offer; 
 (12) the purchase, redemption, acquisition, cancellation or other retirement for a
nominal value per right of any rights granted to all the holders of Common Stock of the Company pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover practices; provided that any such
purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading the limitations of this covenant (as determined in good faith by the Board of Directors of the Company); and 

(13) other Restricted Payments in an aggregate amount not to exceed $25.0 million since the date of this Indenture. 

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the
asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by
this Section 4.07 will be determined in good faith (a) in the case of assets or securities of $10.0 million or less by the Chief Financial Officer, Controller or Treasurer of the Company set forth in a certificate delivered to the Trustee,
and (b) in the case of assets or securities valued at more than $10.0 million by the Board of Directors of the Company, and set forth in an Officers Certificate delivered to the Trustee. The Board of Directors’ determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing in the United States or Canada if the Fair Market Value of any such non-cash Restricted Payment exceeds $30.0 million.

 Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.  

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to
exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 

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

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

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

 (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by
reason of: 
 (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this
Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; 

(2) this Indenture, the Notes and the Note Guarantees; 
 (3) applicable law, rule, regulation or order; 
 (4) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with
or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the
case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; 
 (5) customary
non-assignment provisions in contracts and licenses entered into in the ordinary course of business; 
 (6) purchase money
obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; 

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted
Subsidiary pending the sale or other disposition; 
 (8) Permitted Refinancing Indebtedness; provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 

(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of
the assets subject to such Liens; 
 (10) provisions limiting the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, sale-leaseback agreements, Capital Stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the
assets, or (in the case of Capital Stock sales) entities, that are the subject of such agreements; 

  
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 (11) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; and 
 (12) agreements governing Indebtedness permitted to be
incurred by Restricted Subsidiaries of the Company under the provisions of Section 4.09 hereof; provided that such agreements (except those agreements entered into pursuant to clause (14) of the definition of “Permitted Debt”)
are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing Credit Facilities as in effect on the date of this Indenture. 

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.  

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified
Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any of the
Company’s Restricted Subsidiaries that are Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.0 to 1, 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 the preferred stock had been issued, as the case may be, at the beginning of
such four-quarter period. 
 (b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of
the following items of Indebtedness (collectively, “Permitted Debt”): 
 (1) the incurrence by the Company
and its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal
amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (x) $100.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company
or any of its Restricted Subsidiaries since the date of this Indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction
thereunder pursuant to Section 4.10 hereof, or (y) the amount of the Borrowing Base on the date of incurrence; 

(2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; 

(3) the incurrence by the Company of Indebtedness represented by the Notes to be issued on the date of this Indenture; 

  
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 (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings, project financing or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation
or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed at any time outstanding $20.0 million plus an amount, not to exceed $10.0 million, equal to all German and/or Canadian federal and/or state
and/or provincial grant receivables in connection therewith; 
 (5) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge any Indebtedness that was permitted by this Indenture to be incurred under
Section 4.09(a) hereof or clauses (2), (3), (4), (5) or (14) of this Section 4.09(b); 
 (6) the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: 

(A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such
Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and 

(B) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other
than the Company or a Restricted Subsidiary of the Company and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to
constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 
 (7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: 

(A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other
than the Company or a Restricted Subsidiary of the Company; and 
 (B) any sale or other transfer of any such preferred
stock to a Person that is not either the Company or a Restricted Subsidiary of the Company, 
 will be deemed, in each case, to constitute an
issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7); 
 (8) the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations (which may, but need not be, under Credit Facilities) in the ordinary course of business and not for speculation; 

  
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 (9) the guarantee by the Company or any of the Guarantors of Indebtedness of the
Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; provided, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the
Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; 
 (10) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

 (11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; 

(12) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary was
acquired by the Company (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of or was otherwise
acquired by the Company); provided, however, that for any such Indebtedness outstanding at any time under this clause (12), on the date that such Subsidiary is acquired by the Company, the Company would have been able to incur $1.00 of additional
Indebtedness pursuant to Section 4.09(a) hereof and the Company’s Fixed Charge Coverage Ratio would not be reduced after giving effect to the incurrence of such Indebtedness pursuant to this clause (12); 

(13) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of
purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any assets or property or Capital Stock of a Restricted Subsidiary; and 

(14) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness (which may, but need not, be
pursuant to Credit Facilities) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any
Indebtedness incurred pursuant to this clause (14), not to exceed $25.0 million. 
 The Company will not incur, and will not
permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated
in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness solely
by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis. 

  
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 For purposes of determining compliance with this Section 4.09, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities
outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.
Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant
permitting such Indebtedness. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of
preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment is included in
Fixed Charges of the Company as accrued. 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 Indebtedness, or first committed, in the case of revolving credit Indebtedness; 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. Notwithstanding any other provision of this Indenture, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be or be deemed to be
exceeded as a result of fluctuations in exchange rates or currency values. 
 The amount of any Indebtedness outstanding as of any date will be:

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

 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: 

(A) the Fair Market Value of such assets at the date of determination; and 

(B) the amount of the Indebtedness of the other Person. 
 Section 4.10 Asset Sales.  
 The Company will not, and will not permit
any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (1) the Company (or the Restricted Subsidiary, as
the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (provided that Fair Market Value shall be determined on
the date of contractually agreeing to such Asset Sale); and 

  
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 (2) at least 75% of the consideration received in the Asset Sale by the Company or such
Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following shall be deemed to be cash: 

(A) Cash Equivalents; 
 (B) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by
their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or such Restricted Subsidiary from, or indemnifies the Company or such Restricted
Subsidiary against, further liability; 
 (C) any securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are converted within 60 days by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; and 

(D) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this Section 4.10.

 Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted
Subsidiary, as the case may be) may apply such Net Proceeds: 
 (1) to permanently repay or prepay Indebtedness and other
Obligations under a Credit Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; 
 (2) to acquire (including by way of a purchase of assets or stock, merger, consolidation or otherwise), or enter into a binding commitment to acquire within 120 days thereafter, all or
substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; 

(3) to make, or enter into a binding commitment to make within 60 days thereafter, a capital expenditure; or 

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

 Pending the final application of any Net Proceeds, the Company or a restricted Subsidiary may temporarily reduce revolving
credit borrowings (under Credit Facilities or otherwise) or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds $15.0 million, within five days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and
will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 

  
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 The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
Section 3.09 hereof or this Section 4.10 by virtue of such compliance. 
 Section 4.11 Transactions with Affiliates. 

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

 (2) the Company delivers to the Trustee: 
 (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of
the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors of the Company; and 
 (B) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national standing in the United States or Canada. 
 (b) The following
items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof: 
 (1) any employment agreement, employee benefit plan, trustee or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business and payments pursuant thereto; 
 (2) transactions between or among the Company and/or its
Restricted Subsidiaries; 

  
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 (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company)
that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
 (4) payment of reasonable compensation or fees to directors or officers of the Company and its Restricted Subsidiaries; 
 (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; 
 (6) Restricted Payments that do not violate Section 4.07 hereof; 

(7) Permitted Investments that are permitted by this Indenture; 

(8) provision of corporate-level administrative, marketing, tax, accounting, budgeting, treasury, finance, employee benefits, legal,
risk management and other similar services for the benefit of Unrestricted Subsidiaries of the Company on substantially the same terms provided to Restricted Subsidiaries of the Company; 

(9) payment of consolidated taxes on behalf of Restricted Subsidiaries and Unrestricted Subsidiaries; 

(10) (a) purchases, sales or other transfers of pulp, fiber, chemicals and other consumables between or among the Company or any
Restricted Subsidiary and any Unrestricted Subsidiary at market prices pursuant to arrangements approved by the Company’s Board of Directors as being fair, from a financial point of view, to the Company or the applicable Restricted Subsidiary,
as the case may be; (b) purchases, sales or other transfers of spare parts or mill consumables between any Restricted Subsidiary and any Unrestricted Subsidiary at book value; (c) the provision of logistics, planning, transportation and
fiber procurement services between and/or among any Restricted Subsidiary and Unrestricted Subsidiary at cost; and (d) other transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this Indenture, that are fair to the Company or the Restricted Subsidiary, as the case may be, in the reasonable determination of the Company’s Board of Directors;

 (11) payment of sales agency, administration, management and other fees, payment of interest, principal, dividends or
other distributions, in case from an Unrestricted Subsidiary to the Company or a Restricted Subsidiary to the Company; and 

(12) loans or advances to employees in the ordinary course of business not to exceed $2.0 million in the aggregate at any one
time outstanding. 
 Section 4.12 Liens.  
 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter
acquired, except Permitted Liens, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien. 

  
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 Section 4.13 Business Activities.  

The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses,
except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 
 Section 4.14
Corporate Existence.  
 Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect: 
 (1) its corporate existence, and the corporate, partnership or other
existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and 

(2) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; 

provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that
the loss thereof is not adverse in any material respect to the Holders of the Notes. 
 Section 4.15 Offer to Repurchase Upon Change of
Control.  
 (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of
Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of
Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest
payment date (the “Change of Control Payment”). Within 20 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and
stating: 
 (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes
tendered will be accepted for payment; 
 (2) the purchase price and the purchase date, which shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) that any Note not tendered will continue to accrue interest; 

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 
 (5) that Holders electing
to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to
the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 

  
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 (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase,
and a statement that such Holder is withdrawing his election to have the Notes purchased; and 
 (7) that Holders whose
Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in
excess thereof. 
 The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this
Section 4.15 by virtue of such compliance. 
 (b) On the Change of Control Payment Date, the Company will, to the extent lawful:

 (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

 (2) prior to 10:00 am New York City time, deposit with the Paying Agent an amount equal to the Change of Control Payment
in respect of all Notes or portions of Notes properly tendered; and 
 (3) deliver or cause to be delivered to the Trustee
the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 
 The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such
Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce
the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 

(c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control
Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases
all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07(c) hereof, unless and until there is a default in payment of the applicable redemption
price. 

  
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 Section 4.16 No Amendment to Subordination Provisions.  

Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will
not amend, modify or alter the Subordinated Note Indenture in any way to: 
 (1) increase the rate of or advance the time
for payment of interest on any Subordinated Notes; 
 (2) increase the principal of, advance the final maturity date of or
shorten the Weighted Average Life to Maturity of any Subordinated Notes; 
 (3) alter the redemption provisions, increase
the price or otherwise alter terms at which the Company is required to offer to purchase any Subordinated Notes; or 

(4) amend the provisions of Article 5 of the Subordinated Note Indenture (which relate to subordination); 

provided that none of the foregoing shall prohibit amendments to the Subordinated Note Indenture that provide for satisfaction of any obligation
thereunder solely in common stock of the Company. 
 Section 4.17 Limitation on Sale and Leaseback Transactions.  

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction;
provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: 
 (1) the
Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in
Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; 
 (2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and

 (3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds
of such transaction in compliance with, Section 4.10 hereof. 
 Section 4.18 Payments for Consent.  

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to
all Holders of the Notes that consent, waive or agree to amend the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
 Section 4.19 Limitation on Issuances of Guarantees of Indebtedness.  

The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the
payment of any other Indebtedness of the Company (except Permitted Liens) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the Guarantee of the payment of the Notes by
such Restricted Subsidiary, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness. 

  
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 Section 4.20 Note Guarantees.  

If the Company or any of its Restricted Subsidiaries acquires or creates a Domestic Subsidiary after the date of this Indenture, then the
Company will cause that newly acquired or created Domestic Subsidiary (other than a Domestic Subsidiary the sole business of which is the direct or indirect ownership of one or more Foreign Subsidiaries) to execute a Note Guarantee pursuant to a
supplemental indenture in the form and substance of Exhibit F attached hereto and deliver an Opinion of Counsel, reasonably satisfactory to the Trustee, to the Trustee within 10 Business Days of the date on which it was acquired or created to
the effect that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to
customary exceptions); provided that any Domestic Subsidiary that does not constitute a Significant Subsidiary need not become a Guarantor until such time as it has become a Significant Subsidiary based on the financial statements of the
Company and such Domestic Subsidiary as of and for the Company’s most recently completed fiscal year. The Company may designate any Restricted Subsidiary as a Guarantor at any time. The form of such Note Guarantee is attached as Exhibit E
hereto. 
 Section 4.21 Designation of Restricted and Unrestricted Subsidiaries.  

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would
not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as
Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted
Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. 
 Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of
Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would
fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any
time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence following such designation. 

  
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 ARTICLE 5 
 SUCCESSORS 
 Section 5.01 Merger, Consolidation, or Sale of Assets. 

 The Company shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the
Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person, unless: 
 (1) either: 

(A) the Company is the surviving corporation; or 
 (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a
corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia, or the laws of Canada or any province or territory thereof; 

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale,
assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

 (3) immediately after such transaction, no Default or Event of Default exists; 

(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; and 
 (5) the
Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving
pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) hereof. 
 In addition, the Company will not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related transactions, to any other Person. 
 This Section 5.01 will not
apply to: 
 (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another
jurisdiction; or 
 (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other
disposition of assets between or among the Company and its Restricted Subsidiaries. 
 Section 5.02 Successor Corporation Substituted.
 
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company
is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease,
conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture
with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of, premium on, if any, and interest and
Additional Interest, if any, on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof. 

  
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 ARTICLE 6 
 DEFAULTS AND REMEDIES 
 Section 6.01 Events of Default.  

Each of the following is an “Event of Default”: 
 (1) default for 30 days in the payment when due of interest, or Additional Interest, if any, on the Notes; 
 (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; 

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10, 4.15 or 5.01
hereof; 
 (4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by
the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture; 

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created
after the date of this Indenture, if that default: 
 (A) is caused by a failure to pay principal of, or interest or
premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or 
 (B) results in the acceleration of such Indebtedness prior to its express maturity, 
 and, in
each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million
or more; 
 (6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or
courts of competent jurisdiction aggregating in excess of $15.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 

  
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 (7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 
 (A) commences a voluntary case, 
 (B) consents to the entry of an order
for relief against it in an involuntary case, 
 (C) consents to the appointment of a custodian of it or for all or
substantially all of its property, or 
 (D) makes a general assignment for the benefit of its creditors; 

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

(A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case; 

(B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or 
 (C) orders
the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 

and the order or decree remains unstayed and in effect for 60 consecutive days; and 

(9) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or
ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee. 
 Section 6.02 Acceleration.  
 In the case of an Event of Default
specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. 
 Upon
any such declaration, the Notes shall become due and payable immediately. 

  
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 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, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal,
interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. 
 If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by
law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to December 1, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the
intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for
each of the years beginning on December 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this
sentence): 
  

					
	 Year
	  	Percentage	 
	 2010
	  	 	109.5000	% 
	 2011
	  	 	108.3125	% 
	 2012
	  	 	107.1250	% 
	 2013
	  	 	105.9375	% 

 Section 6.03 Other Remedies.  
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on the
Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding
even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

Section 6.04 Waiver of Past Defaults.  
 Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default
or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on the Notes (including in connection with an
offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such
acceleration. 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. 

  
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 Section 6.05 Control by Majority.  

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 
 Section 6.06
Limitation on Suits.  
 A Holder may pursue a remedy with respect to this Indenture or the Notes only if: 

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

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to
pursue the remedy; 
 (3) such Holder or Holders offer and provide to the Trustee security or indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with the request
within 60 days after receipt of the request and the offer of security or indemnity; and 
 (5) during such 60-day
period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request. 
 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 

Section 6.07 Rights of Holders of Notes to Receive Payment.  
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium on, if any, or interest or Additional Interest, if any, on the Note, on
or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the
consent of such Holder. 
 Section 6.08 Collection Suit by Trustee.  

If an Event of Default specified in Section 6.01(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 Company for the whole amount of principal of, premium on, if any, and interest and Additional Interest, if any, 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.


  
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 Section 6.09 Trustee May File Proofs of Claim.  

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by
a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.10 Priorities.  
 If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money and property in the following order: 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest and Additional
Interest, if any, 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 and Additional Interest, if any, respectively; and 

Third: to the Company or to such party as a court of competent jurisdiction shall direct. 

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

Section 6.11 Undertaking for Costs.  
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, 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 6.11 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 aggregate principal amount of the then outstanding Notes. 

  
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 ARTICLE 7 
 TRUSTEE 
 Section 7.01 Duties of Trustee.  

(a) If an Event of Default has occurred and is continuing, the Trustee will 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: 
 (1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture
and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated herin). 
 (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
 (1) this paragraph does not limit
the effect of paragraph (b) of this Section 7.01; 
 (2) the Trustee will not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b), and (c) of this Section 7.01. 
 (e) No provision of this Indenture will require the
Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or expense. 
 (f) The Trustee will not be liable for
interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee.  
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter
stated in the document. 

  
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 (b) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate and an Opinion of Counsel. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel will 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 will not be responsible for the misconduct or negligence of any agent
appointed with due care. 
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise
specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. 
 (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered
to the Trustee reasonable indemnity or security satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction. 

(g) The Trustee shall not be required to give any note, bond or surety in respect of the trusts and powers under this Indenture.

 (h) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as
so authorized in such certificate previously delivered and not superseded. 
 (i) 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. 
 (j) The Trustee shall not be deemed to have notice of any Default or Event of Default
unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 

(k) 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. 
 Section 7.03 Individual Rights of Trustee.  
 The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) 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. 

  
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 Section 7.04 Trustee’s Disclaimer.  

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

If a Default or Event of Default occurs and is continuing and if it is actually known to the Trustee, the Trustee will mail to Holders of
Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium on, if any, or interest or Additional Interest, if any, on, any Note, the
Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders. 
 Section 7.06 Reports by Trustee to Holders of the Notes.  

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

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

Section 7.07 Compensation and Indemnity.  
 (a) The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by
any law on compensation of a trustee of an express trust. The Company will 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 will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 

(b) The Company and the Guarantors will indemnify the Trustee and its officers, directors, employees and agents against any and all
losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the
Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers
or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the
Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 

  
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 (c) The obligations of the Company and the Guarantors under this Section 7.07 will
survive the satisfaction and discharge of this Indenture. 
 (d) To secure the Company’s and the Guarantors’
payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, or interest or Additional
Interest, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. 
 (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) 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. 
 (f) The Trustee will comply with the provisions of TIA §313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of Trustee.  
 (a) A resignation or
removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The
Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 

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

(2) 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; 
 (3) a custodian or public officer takes charge of the Trustee or its property; or 

(4) the Trustee becomes incapable of acting. 
 (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

  
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 (e) 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. 

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon,
the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to
Holders. The retiring Trustee will 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 Company’s obligations under Section 7.07 hereof will 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 will
be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification.  

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition. 
 This Indenture will always have a Trustee who
satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b). 
 Section 7.11
Preferential Collection of Claims Against Company.  
 The Trustee is subject to TIA §311(a), excluding any creditor
relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein. 
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.  

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 

  
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 Section 8.02 Legal Defeasance and Discharge.  

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each
of the Guarantors will, 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 (including the Note Guarantees) on the date
the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes (including the Note Guarantees), which will 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 clauses
(1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium or
Additional Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 

(2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’
obligations in connection therewith; and 
 (4) this Article 8. 

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance.  

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each
of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.15, 4.16, 4.17., 4.18, 4.19, 4.20, and 4.21 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes will 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 will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will 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 will 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 and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) hereof will not constitute Events of Default. 

  
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 Section 8.04 Conditions to Legal or Covenant Defeasance.  

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of,
premium, if any, and interest and Additional Interest, if any, on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being
defeased to such stated date for payment or to a particular redemption date; 
 (2) in the case of an election under
Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel, reasonably acceptable to the Trustee, confirming that: 
 (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or 
 (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel,
reasonably acceptable to the Trustee, confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to
such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 

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

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

(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

  
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 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 non-callable Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. 

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 
 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the
Company from time to time upon the request of the Company any money or non-callable 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(1) 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 Company.  

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of,
premium, if any, or interest or Additional Interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest or Additional Interest, if any, has become due and payable shall be paid to the
Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense
of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 8.07
Reinstatement.  
 If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable 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 Company’s
and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will 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, however, that, if the Company makes any payment of principal of, premium, if any, or interest or Additional
Interest, if any, on, any Note following the reinstatement of its obligations, the Company will 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. 

  
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 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER 
 Section 9.01 Without Consent of Holders of
Notes.  
 Notwithstanding Section 9.02 hereof, the Company, the Guarantors and the Trustee may amend or supplement this
Indenture or the Notes or the Note Guarantees without the consent of any Holder of Note: 
 (1) to cure any ambiguity,
defect or inconsistency; 
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, in
order to comply with any Applicable Procedures, or otherwise alter the provisions of Article 2 hereof in a manner that does not materially adversely affect any Holder; 
 (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to
Article 5 or Article 10 hereof; 
 (4) to make any change that would provide any additional rights or benefits to
the Holders of the Notes or that does not, in the good faith opinion of the Board of Directors of the Company, adversely affect the legal rights hereunder of any Holder in any material respect; 

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

 (6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section
of the Company’s Offering Memorandum dated November 10, 2010, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision
of this Indenture, the Note Guarantees or the Notes; 
 (7) to provide for the issuance of Additional Notes in accordance
with the limitations set forth in this Indenture as of the date hereof; or 
 (8) to allow any Restricted Subsidiary to
execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. 
 Upon the request of the Company
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 will join with the
Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the
Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 

  
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 Section 9.02 With Consent of Holders of Notes.  

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without
limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional
Notes, if any) voting as a single class (including, without limitation, 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, premium on, if any, or interest or Additional Interest, if any, on the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation,
Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with the purchase of, or tender offer or exchange offer for, the Notes). Section 2.08 hereof shall determine which Notes are
considered to be “outstanding” for purposes of this Section 9.02. 
 Upon the request of the Company 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 will join with the Company and the Guarantors 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 will not be obligated to, enter into such amended or supplemental indenture. 

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or
any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the
Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an
amendment, supplement 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 Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09,
4.10 and 4.15 hereof); 
 (3) reduce the rate of or change the time for payment of interest, including default interest, on
any Note; 

  
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 (4) waive a Default or Event of Default in the payment of principal of, or premium, if
any, or interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default
that resulted from such acceleration); 
 (5) make any Note payable in money other than that stated in the Notes;

 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes; 
 (7) waive
a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof); 

(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms
of this Indenture; or 
 (9) make any change in the preceding amendment and waiver provisions. 

Section 9.03 Compliance with Trust Indenture Act.  
 Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental indenture that complies with the TIA as then in effect. 

Section 9.04 Revocation and Effect of Consents.  
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

Section 9.05 Notation on or Exchange of Notes.  
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon
receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make
the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver. 

Section 9.06 Trustee to Sign Amendments, etc.  
 The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and
(subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture and constitutes the legally valid, binding and enforceable obligation of the Company and (if applicable) the Guarantors, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles including limitations and other restrictions on a party’s rights to
specific performance and indemnification. 

  
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 ARTICLE 10 
 NOTE GUARANTEES 
 Section 10.01 Guarantee.  

(a) Subject to this Article 10, 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 Company hereunder or thereunder, that:

 (1) the principal of, premium on, if any, and interest and Additional Interest, if any, on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest and Additional Interest, if any, on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 
 Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 (b) The Guarantors hereby agree
that their obligations hereunder are 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 Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands
whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to
either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. 

  
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 (d) Each Guarantor agrees that it will 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, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith
become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 Note Guarantee. 
 Section 10.02 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 Note
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 Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 

Section 10.03 Execution and Delivery of Note Guarantee.  
 To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will
be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers. 

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
 If an Officer whose signature is on
this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee
set forth in this Indenture on behalf of the Guarantors. 
 In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.20 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.20 hereof and this
Article 10, to the extent applicable. 

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

Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its
assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: 

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and 

(2) either: 

(A) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by
or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture and its Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture in the form and
substance set forth in Exhibit F hereto; or 
 (B) the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. 
 In case
of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and in the form and substance set forth in Exhibit F hereto, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the
same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 
 Except as set forth
in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or
will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 
 Section 10.05 Releases.  
 (a) In the event of any sale or other
disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or
after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided
that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an
Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee
will execute any documents reasonably requested by the Company, at the Company’s expense, in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. 

  
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 (b) Upon designation of by the Company of any Restricted Subsidiary that is a Guarantor
as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor
will be released and relieved of any obligations under its Note Guarantee. 
 Any Guarantor not released from its obligations
under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium on, if any, and interest and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor
under this Indenture as provided in this Article 10. 
 ARTICLE 11 

SATISFACTION AND DISCHARGE 

Section 11.01 Satisfaction and Discharge.  
 This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: 
 (1) either: 
 (A) all Notes that have been authenticated, except lost,
stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or 

(B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a
notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, non-callable Government Securities, or a combination 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 delivered to the
Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; 
 (2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such
deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and 

(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the
payment of the Notes at maturity or on the redemption date, as the case may be. 

  
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 In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and
discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this
Section 11.01 will be deemed to discharge those provisions of Section 7.07 of this Indenture, that, by their terms, survive the satisfaction and discharge of this Indenture. 
 Section 11.02 Application of Trust Money.  
 Subject to the provisions
of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 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 Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest and Additional Interest, if any, 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 Government Securities in accordance with Section 11.01 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 Company’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 11.01 hereof; provided that if the Company has made any payment of principal of, premium on, if any, or interest or Additional Interest, if any, on any Notes because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 
 ARTICLE 12 
 MISCELLANEOUS 

Section 12.01 Trust Indenture Act Controls.  
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control. 
 Section 12.02 Notices.  
 Any notice or communication by the Company,
any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day
delivery, to the others’ address: 
 If to the Company and/or any Guarantor: 

Mercer International Inc. 
 14900 Interurban
Avenue South, Suite 282 
 Seattle, Washington 98168 
 Attention: Chief Financial Officer 
 Facsimile No.: (604) 683-3205 

  
 82 









 with copies to: 
 Mercer International Inc. 
 Suite 2840 

650 West Georgia Street 
 Vancouver, British
Columbia 
 Canada V6B 4N8 
 Attention:
Chief Financial Officer 
 Facsimile No.: (604) 684-1094 
 and 
 Sangra, Moller 
 Barristers & Solicitors 
 1000 Cathedral Place 

925 West Georgia Street 
 Vancouver, British
Columbia 
 Canada V6C 3L2 
 Attention:
Harjit Sangra 
 Facsimile No.: (604) 669-8803 
 If to the Trustee: 
 Wells Fargo Bank, National Association 

707 Wilshire Blvd, 17th Floor 
 Los Angeles, CA
90017 
 Attention: Corporate Trust Services 
 Facsimile No.: (213) 614-3355 
 The Company, 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) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
 Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address
shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in
it will not affect its sufficiency with respect to other Holders. 

  
 83 









 If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it. 
 If the Company mails a notice or communication to
Holders, it will mail a copy to the Trustee and each Agent at the same time. 
 Section 12.03 Communication by Holders of Notes with
Other Holders of Notes.  
 Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c). 
 Section 12.04 Certificate and Opinion as to Conditions Precedent.  

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the
Trustee: 
 (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must
include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements
set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 Section 12.05 Statements Required in Certificate or Opinion.  
 Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) must comply with the provisions of TIA §314(e) and must include:

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

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
 (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 
 Section 12.06 Rules by Trustee and Agents.  
 The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 

  
 84 









 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 

 No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

Section 12.08 Governing Law.  
 THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND EACH NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 Section 12.09 Waiver of Jury Trial. 

 EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES. 
 Section 12.10 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 12.11 USA Patriot Act.  
 The parties hereto acknowledge that
in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may reasonably require in order for the
Trustee to satisfy the requirements of the U.S.A. Patriot Act. 
 Section 12.12 No Adverse Interpretation of Other Agreements. 

 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or
of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.13
Successors.  
 All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of
the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof. 

  
 85 









 Section 12.14 Severability.  

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions will not in any way be affected or impaired thereby. 
 Section 12.15 Counterpart Originals.  

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the
same agreement. 
 Section 12.16 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 will in no way modify or restrict any of the terms or provisions hereof. 
 [Signatures on following page] 

  
 86 









 SIGNATURES 
 Dated as of November 17, 2010 
  

			
	MERCER INTERNATIONAL INC.
		
	By:	 	 /s/ David Gandossi

		 	Name:David Gandossi
		 	Title:Chief Financial Officer
	
	 WELLS FARGO BANK, National Association
  

As Trustee,

		
	By:	 	 /s/ Maddy Hall

		 	Name:Maddy Hall
		 	Title:Vice President









 EXHIBIT A 
 [Face of Note] 
 CUSIP/CINS
                     
 9.5% Senior Notes due 2017 
  

			
	 No.             
	  	$                    

 MERCER INTERNATIONAL INC. 
 promises to pay to [            ] or registered assigns, 
 the principal sum of
                                        DOLLARS
on December 1, 2017. 
 Interest Payment Dates: June 1 and December 1 
 Record Dates: May 15 and November 15 
 Dated:
                    ,              

 

			
	MERCER INTERNATIONAL INC.
		
	By:	 	  

		 	Name:
		 	Title:


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

Wells Fargo Bank, National Association, as Trustee 
  

			
	By:	 	  

		 	Authorized Signatory


  
 A-1









 [Back of Note] 
 9.5% Senior Notes due 2017 
 [Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated. 
 (1) INTEREST. Mercer International Inc., a Washington
corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.5% per annum from November 17, 2010 until maturity and shall pay the Additional Interest, if any, payable pursuant to the
Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be June 1, 2011. The Company 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 a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. 
 (2) METHOD OF PAYMENT. The Company
will pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 15 or November 15 next preceding the Interest Payment Date,
even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if
any, and interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest, if
any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any,
and interest and Additional Interest, if any, on all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private debts. 
 (3)
PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

  
 A-2









 (4) INDENTURE. The Company issued the Notes under an
Indenture dated as of November 17, 2010 (the “Indenture”) between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. 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 is inconsistent with or conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 

(5) OPTIONAL REDEMPTION.  

 

	 	(a)	Except as set forth in subparagraph (b) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to December 1, 2014. On or
after December 1, 2014, the Company will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest (including Additional Interest, if any) on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below, subject to the
rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 

  

					
	 Year
	  	Percentage	 
	 2014
	  	 	104.750	% 
	 2015
	  	 	102.375	% 
	 2016 and thereafter
	  	 	100.000	% 

 Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on the applicable redemption date. 
  

	 	(b)	Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to December 1, 2013, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company at a redemption price equal to 109.5% of the
aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture
(excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.


 (6) MANDATORY REDEMPTION. The Company is not required to make mandatory
redemption or sinking fund payments with respect to the Notes. 
 (7) REPURCHASE AT
THE OPTION OF HOLDERS.  
  

	 	(a)	If there is a Change of Control, as and to the extent required by Section 4.15 of the Indenture, the Company will be required to make an offer (a “Change
of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the
“Change of Control Payment”). Within 20 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.



  
 A-3










	 	(b)	If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $15.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to
offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to
the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer
is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer
to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.


 (8) NOTICE OF REDEMPTION. Notice of
redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in
excess thereof, unless all of the Notes held by a Holder are to be redeemed. 
 (9) DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes
may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

  
 A-4









 (10) PERSONS DEEMED
OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
 (11)
AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event or Default or compliance with any provision of the
Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent
of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented: (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of
certificated Notes, or in order to comply with any Applicable Procedures, or otherwise alter the provisions of Article 2 of the Indenture in a manner that does not materially adversely affect any Holder; (iii) to provide for the assumption
of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes
or that does not, in the good faith opinion of the Board of Directors of the Company, adversely affect the legal rights under the Indenture of any Holder in any material respect; (v) to comply with the requirements of the SEC in order to effect
or maintain the qualification of the Indenture under the TIA; (vi) to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated
November 10, 2010 relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the
Notes; (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; or (viii) to allow any Restricted Subsidiary to execute a supplemental indenture to the Indenture and/or a Note
Guarantee with respect to the Notes. 
 (12) DEFAULTS AND
REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; (ii) default in the payment when due of the principal of, or
premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with
Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes including Additional Notes, if any, then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company or
its Restricted Subsidiaries which default is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or
results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency
with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the
Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under
such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders 

  
 A-5









 of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the 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 or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest or Additional Interest,
if any) if it determines that withholding notice is in their interest. The Holders of 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, rescind an
acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest, if any, or premium, if any, on, or the
principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default. 
 (13) TRUSTEE DEALINGS
WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee. 
 (14) NO RECOURSE
AGAINST OTHERS. A director, trustee, officer, employee, incorporator or stockholder of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or
the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes. 
 (15)
AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
 (16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 (17) 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 will have all
the rights set forth in the Registration Rights Agreement dated as of November 17, 2010, among the Company and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any
Additional Notes (collectively, the “Registration Rights Agreement”). 

  
 A-6









 (18) CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the 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. 

(19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND EACH
NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

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

 Mercer International Inc. 
 14900
Interurban Avenue South, Suite 282 
 Seattle, Washington 98168 
 Attention: Chief Financial Officer 
 with a copy to: 

Mercer International Inc. 
 Suite 2840 650

 West Georgia Street 
 Vancouver,
British Columbia 
 Canada V6B 4N8 

Attention: Chief Financial Officer 

  
 A-7









 ASSIGNMENT FORM 

Mercer International Inc. 9.5% Senior Notes due 2017 
 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 Company. The agent may substitute another to act for him. 

Date:                      

 

			
	Your Signature:	 	  

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


 Signature Guarantee*:
                                        
     
  

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


  
 A-8









 OPTION OF HOLDER TO
ELECT PURCHASE 
 Mercer International Inc. 9.5% Senior Notes due 2017 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the
appropriate box below: 
  

			
	–Section 4.10	  	–Section 4.15

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

$                     
 
 Date:
                     
  

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the 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-9









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

 

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


 

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


  
 A-10









 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 [Company address block] 

Wells Fargo Bank — DAPS Reorg. 
 MAC
N9303-121 
 608 2nd Avenue South 

Minneapolis, MN 55479 
 Telephone No.:
(877) 872-4605 
 Fax No.: (866) 969-1290 
 Email: DAPSReorg@wellsfargo.com 
 Re: 9.5% Senior Notes due 2017 

Reference is hereby made to the Indenture, dated as of November 17, 2010 (the “Indenture”), among Mercer
International Inc., as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as 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
144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the 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. 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 Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the
Indenture and the Securities Act. 
 2.  ̈ Check if Transferee will
take delivery of a beneficial interest in the Regulation S Global Note or a Restricted 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 Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive
Note and in the Indenture and the Securities Act. 

  
 B-1









 3.  ̈ Check and complete if
Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted 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 Company 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; 
 or 
 (d)  ̈ such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a
certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect
that such Transfer is in 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 be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act. 

  
 B-2









 4.  ̈ Check if Transferee will
take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 
 (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. 
 This certificate and the
statements contained herein are made for your benefit and the benefit of the Company. 
  

			
	[Insert Name of Transferor]
		
	By:	 	 
		 	Name:
		 	Title:


 Dated:
                              
 Signature Guarantee*:                              

  

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


  
 B-3









 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 (CUSIP
                     ), or 
 (ii)  ̈ Regulation S Global Note (CUSIP                      ), or 

(iii)  ̈ IAI Global Note (CUSIP
                     ); 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 (CUSIP                      ), or 
 (ii)  ̈ Regulation S Global Note (CUSIP
                     ), or 
 (iii)  ̈ IAI Global Note (CUSIP                      ); or 

(iv)  ̈ Unrestricted Global Note (CUSIP
                     ); or 
 (b)  ̈ a Restricted Definitive Note; or 
 (c)  ̈ an
Unrestricted Definitive Note, 
 in accordance with the terms of the Indenture. 

  
 B-4









 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 [Company address block] 

Wells Fargo Bank — DAPS Reorg. 
 MAC
N9303-121 
 608 2nd Avenue South 

Minneapolis, MN 55479 
 Telephone No.:
(877) 872-4605 
 Fax No.: (866) 969-1290 
 Email: DAPSReorg@wellsfargo.com 
 Re: 9.5% Senior Notes due November 17, 2010 

(CUSIP [            ]) 

Reference is hereby made to the Indenture, dated as of November 17, 2010 (the “Indenture”), among Mercer
International Inc., as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as 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  
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. 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 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 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. 
 (b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for an Unrestricted Definitive Note, 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-1









 (c)  ̈ Check if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, 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. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, 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 or Beneficial Interests in Restricted Global Notes  

(a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note 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. 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,  ̈ IAI Global Note 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 Company. 
  

			
	  
 [Insert Name of
Transferor]

		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

Signature Guarantee*:
                         
  

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


  
 C-2









 EXHIBIT D 
 FORM OF CERTIFICATE FROM 
 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 

[Company address block] 
 Wells Fargo
Bank — DAPS Reorg. 
 MAC N9303-121 

608 2nd Avenue South 
 Minneapolis, MN 55479

 Telephone No.: (877) 872-4605 

Fax No.: (866) 969-1290 
 Email:
DAPSReorg@wellsfargo.com 
 Re: 9.5% Senior Notes due 2017 
 Reference is hereby made to the Indenture, dated as of November 17, 2010 (the “Indenture”), among Mercer International Inc., as issuer (the “Company”), the
Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 In connection with our proposed purchase of $                     aggregate principal amount of:

 (a)  ̈ a beneficial interest in a Global Note, or 

(b)  ̈ a Definitive Note, 
 we confirm that: 
 1. We understand that any subsequent transfer of the Notes
or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of
Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act,
(E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 

  
 D-1









 3. We understand that, on any proposed resale of the Notes or beneficial interest
therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We
further understand that the Notes purchased by us will bear a legend to the foregoing effect. 
 4. We are an institutional
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion. 
 You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

 

			
	  
 [Insert Name of
Accredited Investor]

		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     
 Signature
Guarantee*:                              

 

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


  
 D-2









 EXHIBIT E 
 FORM OF NOTATION OF GUARANTEE 
 For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of November 17, 2010 (the
“Indenture”) between Mercer International Inc. (the “Company”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of,
premium on, if any, and interest and Additional Interest, if any, on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if
lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to
the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.

 Capitalized terms used but not defined herein have the meanings given to them in the Indenture. 

 

			
	[Name of Guarantor(s)]
		
	By:	 	  

		 	Name:
		 	Title:



  
 E-1









 EXHIBIT F 
 FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS

 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
            , 200        , among             (the “Guaranteeing
Subsidiary”), a subsidiary of              (or its permitted successor), a              corporation (the
“Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and             , as trustee under the Indenture referred to below (the
“Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 17, 2010, providing for the issuance of 9.5% Senior
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 Company’s Obligations under the Notes and the Indenture on the
terms and conditions set forth herein (the “Note Guarantee”), which constitutes a valid, legally binding obligation of the Company and the Guaranteeing Subsidiary, enforceable against them in accordance with its terms; 

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 Guaranteeing Subsidiary and the Trustee 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 to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 
 4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note 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 of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 
  

  
 F-1









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

6. 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. 
 7. EFFECT OF
HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

8. 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 and the Company. 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first
above written. 
 Dated:
                    , 20             

 

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	MERCER INTERNATIONAL INC. 
		
	By:	 	  

		 	Name:
		 	Title:
	
	[EXISTING GUARANTORS]
		
	By:	 	  

		 	Name:
		 	Title:
	
	 [TRUSTEE],
 as Trustee

		
	By:	 	  

		 	Name:
		 	Title:



  
 F-2