Indenture



 Exhibit 4.3 
 BURLINGTON COAT FACTORY 
 WAREHOUSE CORPORATION 

 
  

10.000% SENIOR NOTES DUE 2019 
  

 
 INDENTURE

 DATED AS OF February 24, 2011 
  

 
 WILMINGTON TRUST
FSB 
 Trustee 







 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture
Act Section
	  	Section
Indenture
	 310 (a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.3; 7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.5
	       (b)
	  	12.3
	       (c)
	  	12.3
	 313(a)
	  	7.6
	       (b)(1)
	  	7.6
	       (b)(2)
	  	7.6; 7.7
	       (c)
	  	7.6; 12.2
	       (d)
	  	7.6
	 314(a)
	  	4.3; 12.5
	       (b)
	  	10.2
	       (c)(1)
	  	12.4
	       (c)(2)
	  	12.4
	       (c)(3)
	  	N.A.
	       (d)
	  	9.1
	       (e)
	  	12.5
	       (f)
	  	N.A.
	 315(a)
	  	7.1
	       (b)
	  	7.5; 12.2
	       (c)
	  	7.1
	       (d)
	  	7.1
	       (e)
	  	6.11
	 316(a) (last sentence)
	  	2.9
	       (a)(1)(A)
	  	6.5
	       (a)(1)(B)
	  	6.4
	       (a)(2)
	  	N.A.
	       (b)
	  	6.7
	       (c)
	  	2.13
	 317(a)(1)
	  	6.8
	       (a)(2)
	  	6.9
	       (b)
	  	2.4
	 318(a)
	  	12.1
	       (b)
	  	N.A.
	       (c)
	  	12.1

  

	N.A.	means not applicable. 


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








 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	ARTICLE I	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 SECTION 1.1
	  	 Definitions.
	  	 	1	  
	 SECTION 1.2
	  	 Other Definitions.
	  	 	34	  
	 SECTION 1.3
	  	 Incorporation by Reference of Trust Indenture Act.
	  	 	35	  
	 SECTION 1.4
	  	 Rules of Construction.
	  	 	35	  
	
	ARTICLE II	  
	
	THE NOTES	  
			
	 SECTION 2.1
	  	 Form and Dating.
	  	 	36	  
	 SECTION 2.2
	  	 Execution and Authentication.
	  	 	38	  
	 SECTION 2.3
	  	 Registrar; Paying Agent.
	  	 	38	  
	 SECTION 2.4
	  	 Paying Agent to Hold Money in Trust.
	  	 	39	  
	 SECTION 2.5
	  	 Holder Lists.
	  	 	39	  
	 SECTION 2.6
	  	 Book-Entry Provisions for Global Securities.
	  	 	40	  
	 SECTION 2.7
	  	 Replacement Notes.
	  	 	42	  
	 SECTION 2.8
	  	 Outstanding Notes.
	  	 	43	  
	 SECTION 2.9
	  	 Treasury Notes.
	  	 	43	  
	 SECTION 2.10
	  	 Temporary Notes.
	  	 	43	  
	 SECTION 2.11
	  	 Cancellation.
	  	 	43	  
	 SECTION 2.12
	  	 Defaulted Interest.
	  	 	44	  
	 SECTION 2.13
	  	 Record Date.
	  	 	44	  
	 SECTION 2.14
	  	 Computation of Interest.
	  	 	44	  
	 SECTION 2.15
	  	 CUSIP Number.
	  	 	44	  
	 SECTION 2.16
	  	 Special Transfer Provisions.
	  	 	44	  
	 SECTION 2.17
	  	 Issuance of Additional Notes.
	  	 	46	  
	
	ARTICLE III	  
	
	REDEMPTION AND PREPAYMENT	  
			
	 SECTION 3.1
	  	 Notices to Trustee.
	  	 	47	  
	 SECTION 3.2
	  	 Selection of Notes to Be Redeemed.
	  	 	47	  
	 SECTION 3.3
	  	 Notice of Redemption.
	  	 	48	  
	 SECTION 3.4
	  	 Effect of Notice of Redemption.
	  	 	49	  
	 SECTION 3.5
	  	 Deposit of Redemption of Purchase Price.
	  	 	49	  
	 SECTION 3.6
	  	 Notes Redeemed in Part.
	  	 	49	  
	 SECTION 3.7
	  	 Optional Redemption.
	  	 	50	  
	 SECTION 3.8
	  	 Mandatory Redemption.
	  	 	50	  


  
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	 	  	 	  	Page	 
	 SECTION 3.9
	  	 Offer to Purchase.
	  	 	51	  
	
	ARTICLE IV	  
	
	COVENANTS	  
			
	 SECTION 4.1
	  	 Payment of Notes.
	  	 	52	  
	 SECTION 4.2
	  	 Maintenance of Office or Agency.
	  	 	52	  
	 SECTION 4.3
	  	 Provision of Financial Information.
	  	 	52	  
	 SECTION 4.4
	  	 Compliance Certificate.
	  	 	54	  
	 SECTION 4.5
	  	 Taxes.
	  	 	54	  
	 SECTION 4.6
	  	 Stay, Extension and Usury Laws.
	  	 	54	  
	 SECTION 4.7
	  	 Limitation on Restricted Payments.
	  	 	55	  
	 SECTION 4.8
	  	 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.
	  	 	62	  
	 SECTION 4.9
	  	 Indebtedness and Issuance of Preferred Stock.
	  	 	63	  
	 SECTION 4.10
	  	 Asset Sales.
	  	 	69	  
	 SECTION 4.11
	  	 Limitation on Transactions with Affiliates.
	  	 	71	  
	 SECTION 4.12
	  	 Limitation on Liens.
	  	 	73	  
	 SECTION 4.13
	  	 Payments for Consent.
	  	 	73	  
	 SECTION 4.14
	  	 Offer to Purchase upon Change of Control.
	  	 	73	  
	 SECTION 4.15
	  	 Corporate Existence.
	  	 	75	  
	 SECTION 4.16
	  	 Business Activities.
	  	 	75	  
	 SECTION 4.17
	  	 Additional Guarantees.
	  	 	75	  
	 SECTION 4.18
	  	 [Reserved].
	  	 	76	  
	 SECTION 4.19
	  	 Further Instruments and Acts.
	  	 	76	  
	 SECTION 4.20
	  	 Suspension of Covenants
	  	 	76	  
	
	ARTICLE V	  
	
	SUCCESSORS	  
			
	 SECTION 5.1
	  	 Consolidation, Merger, Conveyance, Transfer or Lease.
	  	 	76	  
	 SECTION 5.2
	  	 Successor Corporation Substituted.
	  	 	78	  
	
	ARTICLE VI	  
	
	DEFAULTS AND REMEDIES	  
			
	 SECTION 6.1
	  	 Events of Default.
	  	 	78	  
	 SECTION 6.2
	  	 Acceleration.
	  	 	80	  
	 SECTION 6.3
	  	 Other Remedies.
	  	 	81	  
	 SECTION 6.4
	  	 Waiver of Past Defaults.
	  	 	82	  
	 SECTION 6.5
	  	 Control by Majority.
	  	 	82	  
	 SECTION 6.6
	  	 Limitation on Suits.
	  	 	82	  
	 SECTION 6.7
	  	 Rights of Holders of Notes to Receive Payment.
	  	 	83	  

  

  
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	 	  	 	  	Page	 
	 SECTION 6.8
	  	 Collection Suit by Trustee.
	  	 	83	  
	 SECTION 6.9
	  	 Trustee May File Proofs of Claim.
	  	 	83	  
	 SECTION 6.10
	  	 Priorities.
	  	 	84	  
	 SECTION 6.11
	  	 Undertaking for Costs.
	  	 	84	  
	
	ARTICLE VII	  
	
	TRUSTEE	  
			
	 SECTION 7.1
	  	 Duties of Trustee.
	  	 	84	  
	 SECTION 7.2
	  	 Rights of Trustee.
	  	 	86	  
	 SECTION 7.3
	  	 Individual Rights of Trustee.
	  	 	87	  
	 SECTION 7.4
	  	 Trustee’s Disclaimer.
	  	 	87	  
	 SECTION 7.5
	  	 Notice of Defaults.
	  	 	87	  
	 SECTION 7.6
	  	 Reports by Trustee to Holders of the Notes.
	  	 	88	  
	 SECTION 7.7
	  	 Compensation and Indemnity.
	  	 	88	  
	 SECTION 7.8
	  	 Replacement of Trustee.
	  	 	89	  
	 SECTION 7.9
	  	 Successor Trustee by Merger, Etc.
	  	 	90	  
	 SECTION 7.10
	  	 Eligibility; Disqualification.
	  	 	90	  
	 SECTION 7.11
	  	 Preferential Collection of Claims Against the Company.
	  	 	90	  
	 SECTION 7.12
	  	 Trustee’s Application for Instructions from the Company.
	  	 	90	  
	
	ARTICLE VIII	  
	
	DEFEASANCE; DISCHARGE OF THE INDENTURE	  
			
	 SECTION 8.1
	  	 Option to Effect Legal Defeasance or Covenant Defeasance.
	  	 	91	  
	 SECTION 8.2
	  	 Legal Defeasance.
	  	 	91	  
	 SECTION 8.3
	  	 Covenant Defeasance.
	  	 	91	  
	 SECTION 8.4
	  	 Conditions to Legal or Covenant Defeasance.
	  	 	92	  
	 SECTION 8.5
	  	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.
	  	 	93	  
	 SECTION 8.6
	  	 Repayment to Company.
	  	 	94	  
	 SECTION 8.7
	  	 Reinstatement.
	  	 	94	  
	 SECTION 8.8
	  	 Discharge.
	  	 	95	  
	
	ARTICLE IX	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	 SECTION 9.1
	  	 Without Consent of Holders of the Notes.
	  	 	96	  
	 SECTION 9.2
	  	 With Consent of Holders of Notes.
	  	 	97	  
	 SECTION 9.3
	  	 Compliance with Trust Indenture Act.
	  	 	98	  
	 SECTION 9.4
	  	 Revocation and Effect of Consents.
	  	 	98	  
	 SECTION 9.5
	  	 Notation on or Exchange of Notes.
	  	 	98	  
	 SECTION 9.6
	  	 Trustee to Sign Amendments, Etc.
	  	 	99	  


  
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	ARTICLE X	  
	
	[RESERVED]	  
	
	ARTICLE XI	  
	
	NOTE GUARANTEES	  
			
	 SECTION 11.1
	  	 Guarantees.
	  	 	99	  
	 SECTION 11.2
	  	 Execution and Delivery of Guarantee.
	  	 	100	  
	 SECTION 11.3
	  	 Severability.
	  	 	101	  
	 SECTION 11.4
	  	 Limitation of Guarantors’ Liability.
	  	 	101	  
	 SECTION 11.5
	  	 Guarantors May Consolidate, Etc., on Certain Terms.
	  	 	101	  
	 SECTION 11.6
	  	 Releases Following Sale of Assets.
	  	 	102	  
	 SECTION 11.7
	  	 Release of a Guarantor.
	  	 	103	  
	 SECTION 11.8
	  	 Benefits Acknowledged.
	  	 	103	  
	 SECTION 11.9
	  	 Future Guarantors.
	  	 	103	  
	
	ARTICLE XII	  
	
	MISCELLANEOUS	  
			
	 SECTION 12.1
	  	 Trust Indenture Act Controls.
	  	 	103	  
	 SECTION 12.2
	  	 Notices.
	  	 	103	  
	 SECTION 12.3
	  	 No Personal Liability of Directors, Officers, Employees and Stockholders.
	  	 	105	  
	 SECTION 12.4
	  	 Certificate and Opinion as to Conditions Precedent.
	  	 	105	  
	 SECTION 12.5
	  	 Statements Required in Certificate or Opinion.
	  	 	105	  
	 SECTION 12.6
	  	 Rules by Trustee and Agents.
	  	 	106	  
	 SECTION 12.7
	  	 [Reserved].
	  	 	106	  
	 SECTION 12.8
	  	 Governing Law.
	  	 	106	  
	 SECTION 12.9
	  	 No Adverse Interpretation of Other Agreements.
	  	 	106	  
	 SECTION 12.10
	  	 Successors.
	  	 	106	  
	 SECTION 12.11
	  	 Severability.
	  	 	106	  
	 SECTION 12.12
	  	 Counterpart Originals.
	  	 	107	  
	 SECTION 12.13
	  	 Table of Contents, Headings, Etc.
	  	 	107	  
	 SECTION 12.14
	  	 Acts of Holders.
	  	 	107	  
	
	EXHIBITS	  
			
	 Exhibit A
	  	 FORM OF NOTE
	  			
	 Exhibit B
	  	 FORM OF NOTATIONAL GUARANTEE
	  			
	 Exhibit C
	  	 FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
	  			
	 Exhibit D
	  	 FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS
	  			


  
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 This Indenture, dated as of February 24, 2011 is by and among Burlington Coat Factory
Warehouse Corporation, a Delaware corporation (the “Company”), the initial guarantors listed on the signature pages hereto (the “Guarantors”) and Wilmington Trust FSB, as trustee (the “Trustee”).

 The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the holders of (i) the Company’s 10.000% Senior Notes due 2019 issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes (together with the Initial Notes, the “Notes”):

 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.1
Definitions. 
 “ABL Facility” means that certain Amended and Restated Credit Agreement, dated as of
January 15, 2010, among Holdings, the Company, the facility guarantors party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, the lenders party thereto, Wells Fargo Retail Finance, LLC and Regions Bank as
Co-Syndication Agents, J.P. Morgan Securities Inc. and UBS Securities LLC as Co-Documentation Agents and General Electric Capital Corporation, US Bank, National Association and SunTrust Bank as Senior Managing Agents, including any related notes,
guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced from time to
time in one or more agreements or indentures (in each case with the same or new agents, lenders or institutional investors), including any agreement adding or changing the borrower or any guarantor or extending the maturity thereof or otherwise
restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof (provided that such increase in borrowings is permitted under Section 4.9).

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

(a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person merging with or into, or
becoming a Restricted Subsidiary of, such specified Person; and 
 (b) Indebtedness secured by an existing Lien
encumbering any asset acquired by such specified Person. 
 “Additional Interest” has the meaning set forth in
the Registration Rights Agreement. 
 “Additional Notes” means Notes (other than the Initial Notes) issued
pursuant to Article II hereof and otherwise in compliance with the provisions of this Indenture. 







 “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 

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

“Applicable Four-Quarter Period” means for any period ending (i) prior to January 29, 2011, the last twelve
fiscal months prior to such measurement date and (ii) on or after January 29, 2011 the previous four fiscal quarter period prior to such measurement date. 
 “Applicable Premium” means, with respect to any Note on any applicable redemption date, the excess of: 

(a) the present value at such redemption date of (i) the redemption price at February 15, 2015, with respect to
such Note (such redemption price being set forth in Section 3.7(b)) plus (ii) all required interest payments due on such Note through February 15, 2015 (excluding accrued but unpaid interest to the date of redemption) computed
using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 
 (b) the
then outstanding principal amount of such Note. 
 “Asset Sale” means (i) the sale, conveyance, transfer,
lease (as lessor) or other voluntary disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a sale and leaseback) of the Company (other than the sale of Equity Interests of the
Company) or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series
of related transactions), in each case, other than: 
 (a) a disposition of Cash Equivalents or obsolete, damaged
or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Company
and its Restricted Subsidiaries or the disposition of inventory in the ordinary course of business; 
 (b) the
disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to Section 4.10 or any disposition that constitutes a Change of Control; 

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to
Section 4.7 or the granting of a Lien permitted by Section 4.12; 

  
 -2-









 (d) any disposition of assets or issuance or sale of Equity Interests of any
Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary) in any transaction or series of transactions with an aggregate fair
market value of less than $5.0 million; 
 (e) any disposition of property or assets or issuance of securities by
a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary; 
 (f) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business; 

(g) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 

(h) foreclosures on assets or transfers by reason of eminent domain; 

(i) disposition of an account receivable in connection with the collection or compromise thereof; 

(j) sales of Securitization Assets and related assets of the type specified in the definition of “Securitization
Financing” to a Securitization Subsidiary in connection with any Qualified Securitization Financing; and 

(k) a transfer of Securitization Assets and related assets of the type specified in the definition of “Securitization
Financing” (or a fractional undivided interest therein) by a Securitization Subsidiary in a Qualified Securitization Financing. 
 “Asset Sale Offer” means an Offer to Purchase required to be made by the Company pursuant to Section 4.10 to all Holders. 

“Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign 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 upon the occurrence of a subsequent condition. The term “Beneficial
Ownership” has a corresponding meaning. 
 “Board of Directors” means: 

(a) with respect to a corporation, the board of directors of the corporation; 

  
 -3-









 (b) with respect to a partnership, the board of directors of the general
partner of the partnership; and 
 (c) with respect to any other Person, the board or committee of such Person
serving a similar function. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company or any Restricted Subsidiary to have been duly adopted by the Board of Directors, unless the context specifically requires that such resolution be adopted by a majority of the Disinterested Directors, in which case
by a majority of such directors, and to be in full force and effect on the date of such certification and delivered to the Trustee. 
 “Borrowing Base” means, as of any date, an amount equal to the sum of (x) 95% of the face value of all accounts receivable of the Company and its Restricted Subsidiaries and
(y) 65% of the net book value of all inventory owned by the Company and its Restricted Subsidiaries, in each case, calculated on a consolidated basis; provided, however, that if Indebtedness is being incurred to finance an acquisition
pursuant to which any accounts receivable or inventory will be acquired (whether through the direct acquisition of assets or the acquisition of Capital Stock of a Person), the Borrowing Base shall be calculated to give appropriate pro forma effect
to any increase in the amount of the Company’s and its Restricted Subsidiaries’ accounts receivable and inventory resulting from such acquisition. 
 “Business Day” means any day other than a Legal Holiday. 

“Capital Stock” means: 
 (1) in the case of a corporation, capital stock; 
 (2) in the case
of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets, the issuing Person. 
 “Capitalized Lease Obligation” means, at the time any
determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with
GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10, “The Effect of Lessee Involvement in Asset Construction,” which will ultimately be treated as operating leases upon a sale and leaseback
transaction). 
 “Cash Contribution Amount” means the aggregate amount of cash contributions made to the
capital of the Company or any other Guarantor described in the definition of “Contribution Indebtedness.” 

  
 -4-









 “Cash Equivalents” means: 

(a) U.S. dollars or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the
ordinary course of business; 
 (b) securities issued or directly and fully and unconditionally guaranteed or
insured by the government or any agency or instrumentality of the United States, the United Kingdom or any member state of the European Union whose legal tender is the euro having maturities of not more than 12 months from the date of acquisition;

 (c) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less
from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to either Credit Facility or with any commercial bank having capital and surplus in
excess of $250 million; 
 (d) repurchase obligations for underlying securities of the types described in clauses
(b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above; 
 (e) commercial paper maturing within 12 months after the date of acquisition and having a rating of at least A-1 from Moody’s or P-1 from S&P; 

(f) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof
having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition; 

(g) instruments equivalent to those referred to in clauses (a) to (f) above denominated in euro or pounds
sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably
required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and 
 (h) investment in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses (a) through (g) of this definition. 

“Certificated Notes” means Notes that are in the form of Exhibit A attached hereto other than Global Notes.

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

(a) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all
of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than to a Permitted Holder; or 

  
 -5-









 (b) the Company becomes aware of (by way of a report or any other filing
pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series
of transactions, by way of merger, consolidation or other business combination or purchase of Beneficial Ownership, directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect
parent entities, including Holdings. 
 “Change of Control Offer” means an Offer to Purchase required to be
made by the Company pursuant to Section 4.14 to all Holders. 
 “Code” means the United States
Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code as in effect on the Issue Date and any subsequent provisions of the Code
amendatory thereof, supplemental thereto or substituted therefor. 
 “Commission” means the U.S. Securities and
Exchange Commission and any successor thereto. 
 “Common Stock” of any Person means Capital Stock in such
Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Stock of any other class in such Person.

 “Company” means Burlington Coat Factory Warehouse Corporation and any successor thereto. 

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount
of depreciation and amortization expense, including the amortization of deferred financing fees, and other noncash charges (excluding any noncash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person
and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:
(a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period (including amortization of original issue discount, noncash interest payments (other than imputed interest as a result of purchase accounting),
commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, the interest component of Capitalized Lease Obligations, net payments (if any) pursuant to interest rate Hedging
Obligations (any net receipts pursuant to such interest rate Hedging Obligations shall be included as a reduction to Consolidated Interest Expense), but excluding amortization of deferred financing fees or expensing of any bridge or other financing
fees and any loss on the early extinguishment of Indebtedness) and (b) consolidated capitalized 

  
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interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, less (c) interest income actually received or receivable in cash for such period;
provided, however, that Securitization Fees shall not be deemed to constitute Consolidated Interest Expense. 

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

(a) any extraordinary (net of any tax effect), unusual or nonrecurring gains, losses, costs, charges or expenses
(including, without limitation, severance, relocation, transition and other restructuring costs and litigation settlements or losses) shall be excluded; 
 (b) the Net Income for such period shall not include the cumulative effect of a change in accounting principle(s) during such period; 

(c) any net after-tax gains or losses attributable to asset dispositions other than in the ordinary course of business (as
determined in good faith by the Board of Directors of the Company) and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person shall be excluded; 

(d) the Net Income for such period of any Person that is not a Subsidiary of such Person, or that is an Unrestricted
Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that, to the extent not already included, Consolidated Net Income of such Person shall be (A) increased by the amount of dividends or
other distributions that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period (subject in the case of dividends paid or distributions made to a
Restricted Subsidiary (other than a Guarantor) to the limitations contained in clause (e) below) and (B) decreased by the amount of any equity of the Company in a net loss of any such Person for such period to the extent the Company has
funded such net loss in cash with respect to such period; 
 (e) solely for the purpose of determining the amount
available for Restricted Payments under Section 4.7(3), the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of its Net Income is not permitted at the date of determination without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally
waived; provided that the Consolidated Net Income of such Person shall be, subject to the exclusion contained in clause (c) above, increased by the amount of dividends or similar distributions that are actually paid in cash (or to the
extent converted 

  
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into cash) to such Person or a Restricted Subsidiary thereof (subject to the provisions of this clause (e)) in respect of such period, to the extent not already included therein; 

(f) noncash compensation charges, including any such charges arising from stock options, restricted stock grants or other
equity-incentive programs, shall be excluded; 
 (g) any net after-tax gains or losses and all fees and expenses
or charges relating thereto attributable to the early extinguishment of Indebtedness shall be excluded; 
 (h)
the effect of any noncash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs in connection with the Transactions or any future acquisition,
disposition, merger, consolidation or similar transaction or any other noncash impairment charges incurred subsequent to the Issue Date resulting from the application of SFAS Nos. 141, 142 or 144) (excluding any such noncash item to the extent that
it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed) shall be excluded; 
 (i) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133) shall be excluded; and 

(j) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of
discontinued operations shall be excluded. 
 Notwithstanding the foregoing, for the purpose of Section 4.7 only,
there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made
by the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Company and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution
or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (d)(3) of the first paragraph of Section 4.7. 

“Consolidated Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries or
Foreign Subsidiaries, as the case may be, in each case as shown on the most recent balance sheet. 
 “Contingent
Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity


  
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capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Contribution Indebtedness” means Indebtedness of the Company or any Guarantor in an aggregate principal amount not greater than two times the aggregate amount of cash contributions
(other than Excluded Contributions) made to the capital of the Company or such Guarantor after the Issue Date; provided that: 
 (a) if the aggregate principal amount of such Contribution Indebtedness is greater than one times such cash contribution amount to the capital of the Company or such Guarantor, as applicable, the amount
of such excess shall be (i) Subordinated Indebtedness and (ii) Indebtedness with a Stated Maturity later than the Stated Maturity of the Notes, and 
 (b) such Contribution Indebtedness (i) is incurred within 180 days after the making of such cash contributions and (ii) is so designated as Contribution Indebtedness pursuant to an
Officers’ Certificate on the date of the incurrence thereof. 
 “Corporate Trust Office of the Trustee”
shall be at the address of the Trustee specified in Section 12.2 hereof or such other address as to which the Trustee shall specify for receipt of notices under this Indenture. 

“Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt
facilities, including the ABL Facility and the Term Loan Facility, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or
other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refunding
thereof and any indentures or credit facilities or commercial paper facilities that re-place, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or
refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.9) or adds Restricted
Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or investor or group of lenders or investors 
 “Default” means any event that is, with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the
taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default. 

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person
specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to Section 2.6 hereof, and, thereafter, “Depositary” shall mean or
include such successor. 

  
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 “Designated Noncash Consideration” means the fair market value of noncash
consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth the basis of such
valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration. 
 “Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent corporation of the Company (other than Disqualified Stock of the Company) that is issued
for cash (other than to Holdings or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’
Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.7(3). 
 “Disinterested Director” means, with respect to any proposed transaction between (i) the Company or a Restricted Subsidiary, as applicable, and (ii) an Affiliate thereof (other
than the Company or a Restricted Subsidiary), a member of the Board of Directors of the Company or such Restricted Subsidiary, as applicable, who would not be a party to, or have a financial interest in, such transaction and is not an officer,
director or employee of, and does not have a financial interest in, such Affiliate. For purposes of this definition, no person would be deemed not to be a Disinterested Director solely because such person holds Capital Stock in the Company or is an
employee of the Company. 
 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such
Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of
control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the earlier of
the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or any of its Subsidiaries or by any
such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

 “Domestic Subsidiary” means any direct or indirect Subsidiary of the Company that was formed under the laws
of the United States, any state of the United States or the District of Columbia. 
 “DTC” means The Depository
Trust Company and any successor. 

  
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 “EBITDA” means, with respect to any Person for any period, the Consolidated
Net Income of such Person for such period plus, without duplication, 
 (a) the provision for taxes based
on income or profits, plus franchise or similar taxes, of such Person for such period deducted in computing Consolidated Net Income, plus  
 (b) Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus  

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation,
amortization and noncash charges were deducted in computing Consolidated Net Income, plus  
 (d) any
expenses or charges incurred in connection with any Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under this Indenture (in each case whether or not consummated) or the Transactions and,
in each case, deducted in such period in computing Consolidated Net Income, plus  
 (e) the amount of any
restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs, future lease commitments, and costs to consolidate facilities
and relocate employees) deducted in such period in computing Consolidated Net Income, plus  
 (f) any
other noncash charges, expenses or losses (including any impairment charges and the impact of purchase accounting, including, but not limited to, the amortization of inventory step-up) reducing Consolidated Net Income for such period (excluding any
such charge that represents an accrual or reserve for a cash expenditure for a future period, other than straight-line rent expense determined in accordance with GAAP), plus  

(g) the amount of management, monitoring, consulting, advisory fees, termination payments and related expenses paid to the
Sponsors (or any accruals relating to such fees and related expenses) during such period pursuant to the Management Agreement, plus  
 (h) Securitization Fees to the extent deducted in calculating Consolidated Net Income for such period, less  
 (i) noncash items increasing Consolidated Net Income of such Person for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges made
in any prior period or which will result in the receipt of cash in a future period or the amortization of lease incentives). 

  
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 Notwithstanding the foregoing, the provision for taxes based on the income or profits of,
and the depreciation and amortization and noncash charges of, a Restricted Subsidiary (other than a Guarantor) shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of
minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by
such Restricted Subsidiary without any prior governmental approval (which has not been obtained) or would not be restricted from being so dividended, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived.

 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity
Offering” means any public or private sale of Common Stock or Preferred Stock of the Company or any of its direct or indirect parent corporations (excluding Disqualified Stock of such entity), other than (i) public offerings with
respect to Common Stock of the Company or of any of its direct or indirect parent corporations registered on Form S-4 or Form S-8, (ii) any such public or private sale that constitutes an Excluded Contribution or (iii) an issuance to any
Subsidiary of the Company. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder. 
 “Exchange Notes” means the series of Notes
to be issued under this Indenture in exchange for the Initial Notes pursuant to a Registration Rights Agreement. 

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement. 

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by
the Company and its Restricted Subsidiaries from: 
 (a) contributions to its common equity capital; and

 (b) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of the Company or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock), 
 in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case


  
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may be, which are excluded from the calculation set forth in clause (d)(3) of the first paragraph of Section 4.7. 

“Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.” 

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period consisting of such Person and its
Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that
the Company or any Restricted Subsidiary incurs, assumes, guarantees or repays any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock, in each case, subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the Applicable Four-Quarter Period and
as if the Company or Restricted Subsidiary had not earned the interest income actually earned during such period in respect of such cash used to repay, repurchase, defease or otherwise discharge such Indebtedness. 

If Investments, acquisitions, dispositions, mergers or consolidations have been made by the Company or any Restricted Subsidiary during
the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date, then the Fixed Charge Coverage Ratio shall be calculated on a pro forma basis assuming that all such
Investments, acquisitions, dispositions, mergers or consolidations (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.

 If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into
the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the Applicable Four-Quarter Period. 

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or
consolidation and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Company and shall comply with the requirements of Rule
11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include operating expense reductions for such period resulting from the transaction that is being given pro forma effect that
(A) have been realized or (B) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (C) for which the steps necessary for realization are reasonably expected to be taken
within the twelve-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to 

  
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administrative functions, (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead,
provided that, in each case, such adjustments are set forth in an Officers’ Certificate signed by the Company’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments,
(ii) in the case of items (B) or (C) above, that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution and (iii) that
any related incurrence of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if the related hedge has a remaining term in excess of twelve months). 

Interest on a Capitalized Lease Obligation shall be deemed to accrue at the interest rate reasonably determined by a responsible
financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving
credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon
a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

 “Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication,
(a) Consolidated Interest Expense (excluding all noncash interest expense and amortization/accretion of original issue discount (including any original issue discount created by fair value adjustments to Indebtedness in existence as of the
Issue Date as a result of purchase accounting)) of such Person for such period, (b) all cash dividends paid during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and its Subsidiaries
and (c) all cash dividends paid during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person and its Subsidiaries. 
 “Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States in effect on the date hereof. For purposes of this Indenture, the term “consolidated” with
respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary. 
 “Global Note Legend” means the legend identified as such in Exhibit A hereto. 
 “Global Notes” means the Notes that are in the form of Exhibit A hereto issued in global form and registered in the name of the Depositary or its nominee. 

  
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 “Government Securities” means (1) any security which is (a) a
direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (b) an obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, is not callable or redeemable at the option of the
issuer thereof, and (2) any depository receipt issued by a bank, as defined in the Securities Act, as custodian with respect to any Government Securities and held by such bank for the account of the holder of such depository receipt, or with
respect to any specific payment of principal of or interest on any Government Securities which is so specified and held, provided that, except as required by law, such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal or interest evidenced by such depository receipt. 

“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, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations. When used as a verb,
“guarantee” shall have a corresponding meaning. 
 “Guarantee” means any guarantee of the
obligations of the Company under this Indenture and the Notes by a Guarantor in accordance with the provisions of this Indenture. When used as a verb, “Guarantee” shall have a corresponding meaning. 

“Guarantor” means any Person that incurs a Guarantee of the Notes; provided that upon the release and discharge
of such Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor. On the Issue Date, the Guarantors will be each Domestic Subsidiary of the Company that is a Restricted Subsidiary, a guarantor under the
Term Loan Facility and a borrower or guarantor under the ABL Facility. 
 “Hedging Obligations” means, with
respect to any Person, the obligations of such Person under: 
 (a) currency exchange, interest rate or commodity
swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and 
 (b) other agreements or arrangements designed to manage, hedge or protect such Person with respect to fluctuations in currency exchange, interest rates or commodity prices. 

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

“Holdings” means Burlington Coat Factory Investments Holdings, Inc. 

  
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 “Indebtedness” means, with respect to any Person, 

(a) any indebtedness (including principal and premium) of such Person, whether or not contingent: 

(i) in respect of borrowed money, 
 (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without duplication, reimbursement agreements in respect thereof), 

(iii) representing the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease
Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor in each case accrued in the ordinary course of business, or 

(iv) representing any interest rate Hedging Obligations, 

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP, 
 (b) Disqualified Stock of such Person, 
 (c) to the extent not
otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), and 
 (d) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on
any asset (other than a Lien on Capital Stock of an Unrestricted Subsidiary) owned by such Person (whether or not such Indebtedness is assumed by such Person); 
 provided, however, (A) that Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money and documentary letters of credit issued in
connection with inventory purchases in the ordinary course of business and (B) items that would appear as a liability on a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10, “The Effect of Lessee
Involvement in Asset Construction,” shall be deemed not to constitute Indebtedness. 
 “Indenture” means
this Indenture, as amended or supplemented from time to time. 
 “Independent Financial Advisor” means an
accounting, appraisal or investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of the Board of Directors of the Company, qualified to perform the task
for which it has been engaged. 

  
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 “Initial Notes” has the meaning set forth in the preamble hereto.

 “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 (including by means of any transfer of cash or other property to others or any payment for property or services for
the account or use of others, but excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same
manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Company or any 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 Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the third paragraph of Section 4.7. 

For purposes of the definition of “Unrestricted Subsidiary” and Section 4.7, (i) “Investments” shall
include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net
assets of such Subsidiary at the time of such redesignation; (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by
the Board of Directors of the Company, and (iii) any transfer of Capital Stock that results in an entity which became a Restricted Subsidiary after the Issue Date ceasing to be a Restricted Subsidiary shall be deemed to be an Investment in an
amount equal to the fair market value (as determined by the Board of Directors of the Company in good faith as of the date of initial acquisition) of the Capital Stock of such entity owned by the Company and its Restricted Subsidiaries immediately
after such transfer. 
 “Issue Date” means February 24, 2011. 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York, the city in
which the principal Corporate Trust Office of the Trustee is located 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, payment shall be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 

  
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 “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; provided that in no
event shall an operating lease be deemed to constitute a Lien. 
 “Management Agreement” means the Advisory
Agreement dated as of April 13, 2006, by and among Parent, the Company and the Sponsors, as in effect on the Issue Date or otherwise amended, modified or supplemented. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends
or accretion of any Preferred Stock. 
 “Net Proceeds” means the aggregate cash proceeds received by the
Company or any Restricted Subsidiary in respect of any Asset Sale, in each case net of legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as
a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), repayment of Indebtedness (including any required premiums or prepayment penalties) that is secured by the property or assets that
are the subject of such Asset Sale and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the
Company after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with
such transaction. 
 “Note Custodian” means the Trustee when serving as custodian for the Depositary with
respect to the Global Notes, or any successor entity thereto. 
 “Notes” means the 10.000% Senior Notes due
2019 of the Company issued on the date hereof and any Additional Notes, including any Exchange Notes. The Notes and the Additional Notes (including any Exchange Notes), if any, shall be treated as a single class for all purposes under this
Indenture. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements
(including, without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities, payable under the documentation governing any Indebtedness. 
 “Offer” has the meaning set forth
in the definition of “Offer to Purchase.” 

  
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 “Offer to Purchase” means a written offer (the “Offer”)
sent by the Company by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the
purchase price set forth in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall
be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within five business
days after the Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the
Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to
the Offer to Purchase. The Offer shall also state: 
 (1) the Section of this Indenture pursuant to which the
Offer to Purchase is being made; 
 (2) the Expiration Date and the Purchase Date; 

(3) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase
(including, if less than 100%, the manner by which such amount has been determined pursuant to Indenture covenants requiring the Offer to Purchase) (the “Purchase Amount”); 

(4) the purchase price to be paid by the Company for each $1,000 principal amount of Notes accepted for payment (as
specified pursuant to this Indenture) (the “Purchase Price”); 
 (5) that the Holder may tender
all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount; 

(6) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

 (7) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the
Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

 (8) that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for
payment pursuant to the Offer to Purchase; 
 (9) that each Holder electing to tender a Note pursuant to the
Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at 

  
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the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing); 

(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its Paying Agent)
receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number
of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender; 

(11) that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly
tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer
to Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in denominations of $1,000 principal
amount or integral multiples thereof shall be purchased); and 
 (12) if applicable, that, in the case of any
Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such
Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered. 
 “Offering Circular” means the final offering circular related to the issuance of the Notes on the Issue Date, dated February 17, 2011. 

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President,
Senior Vice President or Vice President, the Treasurer or the Secretary of the Company. 
 “Officers’
Certificate” means a certificate signed on behalf of the Company, by two Officers of the Company, one of whom is the principal executive officer, the principal financial officer, the Treasurer or the principal accounting officer of the
Company, that meets the requirements set forth in this Indenture. 
 “Opinion of Counsel” means an opinion from
legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company. 
 “Parent” means Burlington Coat Factory Holdings, Inc. 

  
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 “Participant” means, with respect to DTC, a Person who has an account with
DTC. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of, premium, if any, or
interest on any Notes on behalf of the Company. 
 “Permitted Business” means the business and any services,
activities or businesses incidental, or directly related or similar to, any line of business engaged in by the Company and its Subsidiaries as of the Issue Date or any business activity that is a reasonable extension, development or expansion
thereof or ancillary thereto. 
 “Permitted Debt” has the meaning given in Section 4.9. 

“Permitted Holders” means (i) each of the Sponsors and their respective Affiliates, (ii) Officers, provided
that if such Officers beneficially own more shares of Voting Stock of either of the Company or any of its direct or indirect parent entities than the number of such shares beneficially owned by all the Officers as of the Issue Date, such excess
shall be deemed not to be beneficially owned by Permitted Holders, and (iii) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the
foregoing are members, provided that in the case of such “group” and without giving effect to the existence of such “group” or any other “group,” such Sponsors, Affiliates and Officers (subject, in the case of Officers,
to the foregoing limitation), collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities held by such
“group.” 
 “Permitted Investments” means 

(1) any Investment by the Company in any Restricted Subsidiary or by a Restricted Subsidiary in the Company or another Restricted
Subsidiary; 
 (2) any Investment in cash and Cash Equivalents; 

(3) any Investment by the Company or any Restricted Subsidiary in a Person that is engaged in a Permitted Business if as a result of such
Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, 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; 
 (4) any Investment in securities or other assets
not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant Section 3.9 or any other disposition of assets not constituting an Asset Sale; 

(5) any Investment existing on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the
amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture; 

  
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 (6) loans and advances to employees and any guarantees made in the ordinary course of
business, but in any event not in excess of $10.0 million in the aggregate outstanding at any one time; 
 (7) any Investment
acquired by the Company or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Company or Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Company or Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any
secured Investment in default; 
 (8) Hedging Obligations permitted under clause (9) of the definition of “Permitted
Debt”; 
 (9) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses
and other similar expenses, in each case incurred in the ordinary course of business; 
 (10) any Investment by the Company or a
Restricted Subsidiary having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the
extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed the greater of $50.0 million and an amount equal to 1.5% of Consolidated Total Assets (with the fair market value of each Investment being measured
at the time made and without giving effect to subsequent changes in value); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed
permitted under clause (1) above and shall not be included as having been made pursuant to this clause (10); 
 (11)
Investments the payment for which consists of Equity Interests of the Company or any of its direct or indirect parent corporations (exclusive of Disqualified Stock); 
 (12) guarantees (including Guarantees) of Indebtedness permitted under Section 4.9 and performance guarantees and consistent with past practice; 

(13) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;

 (14) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in
connection with a Qualified Securitization Financing, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Financing or any related Indebtedness;
provided, however, that any Investment in a Securitization Subsidiary is in the form of a Purchase Money Note, contribution of additional Securitization Assets or an equity interest; 

  
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 (15) Investments consisting of earnest money deposits required in connection
with a purchase agreement or other acquisition; and 
 (16) Investments in Unrestricted Subsidiaries in an amount
at any time outstanding not to exceed $30.0 million. 
 “Permitted Liens” means the following types of Liens:

 (a) Liens securing Indebtedness subordinated to the Notes or the Guarantees, so long as the Notes and the
Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; 

(b) Liens so long as the Notes and the Guarantees are equally and ratably secured; 

(c) Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

 (d)(1) Liens securing the Notes and the Guarantees and any Notes issued in exchange therefor pursuant to the
Registration Rights Agreement (including Notes issued in exchange for Additional Notes), (2) Liens securing Indebtedness permitted to be incurred pursuant to clauses (1) and (11) of the definition of “Permitted Debt” and
(3) Liens securing Indebtedness that, at the time of incurrence does not exceed the maximum principal amount of Indebtedness that, as of such date, and after giving effect to the incurrence of such Indebtedness and the application of the
proceeds therefrom on such date, would not cause the Secured Indebtedness Leverage Ratio of the Company to exceed 3.50 to 1.0; 
 (e) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party; 

(f) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with
respect to other regulatory requirements or letters of credit or bankers’ acceptance issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its
business or consistent with past practice; 
 (g) Liens on property or shares of stock of a Person at the time
such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with,
such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries; 

(h) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition
by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that 

  
 -23-









 
such Liens are not created or incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized for, such acquisition; provided,
further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary; 
 (i) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under this Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

 (j) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s
obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(k) Liens in favor of the Company or any Restricted Subsidiary; 

(l) Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien
existing on the Issue Date or referred to in clauses (c), (d) and (w)(B) of this definition; provided, however, that such Liens (x) are no less favorable to the holders of the Notes, taken as a whole, and are not more
favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (y) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing
the Indebtedness so refinanced; 
 (m) Liens on Securitization Assets and related assets of the type specified in
the definition of “Securitization Financing” incurred in connection with any Qualified Securitization Financing incurred pursuant to clause (17) of the definition of “Permitted Debt”; 

(n) Liens for taxes, assessments or other governmental charges or levies not yet delinquent or the failure to pay which
would not result in a material adverse effect, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Company or one of its Subsidiaries has
determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property; 

(o) judgment liens in respect of judgments that do not constitute an Event of Default; 

(p) pledges, deposits or security under workmen’s compensation, unemployment insurance and other social security laws
or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or
customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements or earnest money deposits required in connection with a purchase


  
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agreement or other acquisition, in each case incurred in the ordinary course of business or consistent with past practice; 

(q) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by applicable law, (i) arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days, (ii) (A) that are being contested in good faith by appropriate proceedings,
(B) the Company or a Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any
Lien securing such obligation. or (iii) the existence of which would not reasonably be expected to result in a material adverse effect; 
 (r) encumbrances, ground leases, 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, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of
properties 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; 

(s) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not
(x) interfere in any material respect with the business of the Company or any of its material Restricted Subsidiaries or (y) secure any Indebtedness; 
 (t) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to
terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; 
 (u) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; 

(v) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments
entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; 

(w)(A) other Liens securing Indebtedness for borrowed money or other obligations with respect to property or assets
with an aggregate fair market value (valued at the time of creation thereof) of not more than $25.0 million at any time and (B) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or
additions to, property of such Person; provided, however, that (x) the Lien may not extend to any other property (except for accessions to such property) owned by such Person or any of its Restricted Subsidiaries at the time the
Lien is incurred, (y) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject


  
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to such Liens and (z) with respect to Capitalized Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets
subject to such Capitalized Lease Obligations; provided that individual financings of property provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; 

(x) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the
course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering
deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 
 (y) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of
business and not for speculative purposes; 
 (z) Liens that are contractual rights of set-off (i) relating
to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft
or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary
course of business; 
 (aa) Liens solely on any cash earnest money deposits made by the Company or any of its
Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture; 
 (bb) Liens with respect to the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with Section 4.9;

 (cc) Liens to secure Indebtedness incurred pursuant to clauses (20) and (21) of the definition of
“Permitted Debt”; 
 (dd) Liens arising by operation of law under Article 2 of the Uniform
Commercial Code in favor of a reclaiming seller of goods or buyer of goods; 
 (ee) security given to a public or
private utility or any governmental authority as required in the ordinary course of business; 
 (ff)
landlords’ and lessors’ Liens in respect of rent not in default for more than sixty days or the existence of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect; 

  
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 (gg) Liens in favor of customs and revenue authorities imposed by applicable
law arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) that are not overdue by more than sixty (60) days, (ii) (A) that are being contested in good faith by
appropriate proceedings, (B) the Company or Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation
and enforcement of any Lien securing such obligation, or (iii) the existence of which would not reasonably be expected to result in a material adverse effect; 

(hh) Liens on securities which are the subject of repurchase agreements incurred in the ordinary course of business; and

 (ii) Liens on the Capital Stock of Unrestricted Subsidiaries. 

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust,
unincorporated organization, limited liability company or government or other entity. 
 “Preferred Stock”
means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up. 

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.” 

“Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.” 

“Purchase Money Note” means a promissory note of a Securitization Subsidiary evidencing a line of credit, which may be
irrevocable, issued by the Company or any Subsidiary of the Company to such Securitization Subsidiary in connection with a Qualified Securitization Financing, which note is intended to finance that portion of the purchase price that is not paid in
cash or a contribution of equity and which (a) shall be repaid from cash available to the Securitization Subsidiary, other than (i) amounts required to be established as reserves, (ii) amounts paid to investors in respect of interest,
(iii) principal and other amounts owing to such investors and (iv) amounts paid in connection with the purchase of newly generated receivables, and (b) may be subordinated to the payments described in clause (a). 

“Purchase Price” has the meaning set forth in the definition of “Offer to Purchase.” 

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted
Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Company in good faith. 
 “Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (i) the Board of Directors of the Company
shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the
Securitization Subsidiary, 

  
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(ii) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Company) and (iii) the
financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. The grant of a security interest in any
Securitization Assets of the Company or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under a Credit Facility and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified
Securitization Financing. 
 “Rating Agencies” means S&P and Moody’s; provided, that if either
S&P or Moody’s (or both) shall cease issuing a rating on the Notes for reasons outside the control of the Company, the Company may select a nationally recognized statistical rating agency to substitute for S&P or Moody’s (or both).

 “Redemption Price,” when used with respect to any Note to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture. 
 “Registration Rights Agreement” means the Registration Rights Agreement
dated as of the Issue Date between the Company, the Guarantors and Goldman, Sachs & Co., as representative of the initial purchasers, relating to the Notes. 
 “Resale Restriction Termination Date” means for any Transfer Restricted Note (or beneficial interest therein), other than a Regulation S Temporary Global Note, which shall not have a
Resale Restriction Termination Date and shall remain subject to the transfer restrictions specified therefor in this Indenture until such Global Note is cancelled by the Trustee, that is (a) not a Regulation S Global Note (or Certificated Note
issued in respect thereof pursuant to Section 2.6(b)), one year (or such other period specified in Rule 144) from the Issue Date or, if any Additional Notes that are Transfer Restricted Notes have been issued before the Resale
Restriction Termination Date for any Transfer Restricted Notes, from the latest such original issue date of such Additional Notes, and (b) a Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to
Section 2.6(b)) (other than a Regulation S Temporary Global Note), the date on or after the 40th consecutive day beginning on and including the later of (i) the day on which any Notes represented thereby are offered to persons other
than distributors (as defined in Regulation S) pursuant to Regulation S and (ii) the issue date for such Notes. 

“Responsible Officer” means, when used with respect to the Trustee, any officer assigned to the Corporate Trust Office
of the Trustee, including any vice president, assistant vice president, assistant treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct
responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

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

“Restricted Notes Legend” means the legend identified as such in Exhibit A hereto. 

  
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 “Restricted Payment” means as defined in Section 4.7.

 “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including any
Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of
Restricted Subsidiary. 
 “S&P” means Standard and Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor to its rating business. 
 “Secured Indebtedness” means any
Indebtedness secured by a Lien permitted to be incurred by this Indenture. 
 “Secured Indebtedness Leverage
Ratio” means, with respect to any Person, at any date the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) to
(ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that the Company or any of its
Restricted Subsidiaries incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured
Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such incurrence or redemption of Indebtedness as if
the same had occurred at the beginning of the Applicable Four-Quarter Period. The Secured Indebtedness Leverage Ratio shall be calculated in a manner consistent with the definition of “Fixed Charge Coverage Ratio,” including any pro
forma calculations to EBITDA (including for acquisitions). 
 “Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations of the Commission promulgated thereunder. 
 “Securitization
Assets” means any accounts receivable or other revenue streams subject to a Qualified Securitization Financing. 

“Securitization Fees” means reasonable distributions or payments made directly or by means of discounts with respect to
any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Financing. 

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Company or
any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) and (b) any
other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing 

  
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such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which are
customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets and any Hedging Obligations entered into by the Company or any such
Subsidiary in connection with such Securitization Assets. 
 “Securitization Repurchase Obligation” means any
obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a
result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 

“Securitization Subsidiary” means a Wholly Owned Subsidiary of the Company (or another Person formed for the purposes of
engaging in a Qualified Securitization Financing in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers Securitization Assets and related assets) which engages in
no activities other than in connection with the financing of Securitization Assets of the Company or its Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or
activities incidental or related to such business, and which is designated by the Board of Directors of the Company or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (ii) is recourse to or obligates the Company or any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company
or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any other Subsidiary of
the Company has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to either the Company or such Subsidiary than those that might be obtained at the time
from Persons that are not Affiliates of the Company and (e) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve
certain levels of operating results. Any such designation by the Board of Directors of the Company or such other Person shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the
Company or such other Person giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions. 
 “Shareholders Agreement” means the Shareholders Agreement dated as of April 13, 2006, by and among the Sponsors, Parent and certain other stockholders signatory thereto.


  
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 “Shelf Registration Statement” means the Shelf Registration Statement as
defined in the Registration Rights Agreement. 
 “Significant Subsidiary” means any Restricted Subsidiary that
would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. 

“Sponsors” means Bain Capital Partners, LLC and its Affiliates. 

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the
Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it
being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. 

“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 original documentation governing such Indebtedness, 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 Indebtedness” means
(a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms
subordinated in right of payment to its Guarantee of the Notes. 
 “Subsidiary” means, with respect to any
specified Person: 
 (a) 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) to vote in the election of directors, managers or trustees thereof 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 
 (b) any
partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such
Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 
 “Term Loan Facility” means that certain term loan credit agreement, dated on or about the date of the Indenture among the Company, JPMorgan Chase Bank, NA, as Administrative Agent and
Collateral Agent and the lenders party thereto, including any related notes, guarantees, 

  
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collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded, replaced (whether at maturity
or thereafter) or refinanced from time to time in one or more agreements or indentures (in each case with the same or new agents, lenders or institutional investors), including any agreement adding or changing the borrower or any guarantor or
extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof (provided that such increase in borrowings is
permitted under Section 4.9). 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code
§§ 77aaa-77bbbb), as amended, as in effect on the date hereof. 
 “Transactions” means the
transactions contemplated by (i) the Term Loan Facility and (ii) the offering of the Notes, including the Restricted Payments on or after the Issue Date as part of the transactions described under and not to exceed the amount set forth in
the section titled “Use of Proceeds” in the Offering Circular. 
 “Transfer Restricted Notes” means
Notes that bear or are required to bear the Restricted Notes Legend. 
 “Treasury Rate” means, as of the
applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption
date to February 15, 2015; provided, however, that if the period from such redemption date to February 15, 2015, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to
a constant maturity of one year will be used. 
 “Trustee” has the meaning set forth in the preamble to this
Indenture. 
 “Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of
determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company may designate any Subsidiary of
the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any
Lien on any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock
or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are
owned, directly or indirectly, by the Company, (b) such designation complies with Section 4.7 and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does
not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any 

  
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Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary (other than the Capital Stock of such Subsidiary to be so designated). The
Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default shall have occurred and any Indebtedness
assumed or otherwise incurred in connection with such designation shall have been permitted to have been incurred by the Company pursuant to Section 4.9. Any such designation by the Board of Directors of the Company shall be notified by
the Company to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time
for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in
The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two business days prior to such determination. 

Except as described in Section 4.9, whenever it is necessary to determine whether the Company has complied with any covenant
in this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such
currency. 
 “U.S. Government Securities” means securities that are 

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is
pledged or 
 (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository
receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S.
Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.


  
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 “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. 
 “Wholly Owned Restricted Subsidiary” is any Wholly Owned
Subsidiary that is a Restricted Subsidiary. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of
such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one
or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person. 

SECTION 1.2 Other Definitions. 
  

					
	 Term
	  	Defined in
Section	 
	 “Act”
	  	 	12.14	(a) 
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Agent Members”
	  	 	2.6	  
	 “Calculation Date”
	  	 	1.1	  
	 “Change of Control Payment”
	  	 	4.14	  
	 “Covenant Defeasance”
	  	 	8.3	  
	 “Covenant Suspension Event”
	  	 	4.20	  
	 “Event of Default”
	  	 	6.1	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “Legal Defeasance”
	  	 	8.2	  
	 “Offer Amount”
	  	 	3.9	  
	 “QIB”
	  	 	2.1	  
	 “QIB Global Note”
	  	 	2.1	  
	 “Refinancing Indebtedness”
	  	 	4.9	(b) 
	 “Refunding Capital Stock”
	  	 	4.7	  
	 “Registrar”
	  	 	2.3	  
	 “Regulation S”
	  	 	2.1	  
	 “Regulation S Global Note”
	  	 	2.1	  
	 “Regulation S Permanent Global Note”
	  	 	2.1	  
	 “Regulation S Temporary Global Note”
	  	 	2.1	  

  

  
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	 Term
	  	Defined in
Section	 
	 “Retired Capital Stock”
	  	 	4.7	  
	 “Reversion Date”
	  	 	4.20	  
	 “Rule 144A”
	  	 	2.1	  
	 “Successor Company”
	  	 	5.1	(a) 
	 “Suspended Covenants”
	  	 	4.20	  
	 “Suspension Period”
	  	 	4.20	  

 SECTION 1.3
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. 
 The following TIA terms have the following
meanings: 
 “indenture securities” means the Notes and any Guarantee; 

“indenture security holder” means a Holder; 
 “indenture to be qualified” means this Indenture; 

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

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

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by the
Commission rule under the TIA have the meanings so assigned to them therein. 
 SECTION 1.4 Rules of Construction.

 Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

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

(5) unless otherwise specified, any reference to Section or Article refers to such Section or Article of this Indenture;


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

(7) references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute,
replacement or successor sections or rules adopted by the Commission from time to time. 
 ARTICLE II 

THE NOTES 

SECTION 2.1 Form and Dating. 
 The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

The terms and provisions contained in the Notes shall 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. 
 (a) The Notes shall be issued initially in the
form of one or more Global Notes substantially in the form attached as Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary, and
registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. 
 Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time
endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.6 hereof. 
 Except as set forth in Section 2.6 hereof, the Global
Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee. 
 (b) The Initial Notes are being issued by the Company only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”))
(“QIBs”) and (ii) in reliance on Regulation S under the Securities Act (“Regulation S”). 

  
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After such initial offers, Initial Notes that are Transfer Restricted Notes may be transferred to QIBs, in reliance on Rule 144A or outside the United States pursuant to Regulation S or to
the Company, in accordance with certain transfer restrictions. Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A
(the “QIB Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered in offshore transactions in reliance on
Regulation S shall be issued in the form of one or more temporary Global Notes substantially in the form set forth in Exhibit A, including the Regulation S Temporary Global Note legend (the “Regulation S Temporary
Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Reasonably promptly following the date that is 40 days after the later of the commencement
of the offering of the Notes in reliance on Regulation S and the Issue Date, a single permanent global Note in registered form substantially in the form of Exhibit A (the “Regulation S Permanent Global Note,” and
together with the Regulation S Temporary Global Note, the “Regulation S Global Note”) duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian
for the Depositary, and the Registrar shall reflect on its books and records the cancellation of the Regulation S Temporary Global Note and the issuance of the Regulation S Permanent Global Note. The QIB Global Note and the Regulation S Global
Note shall each be issued with separate CUSIP numbers. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Note Custodian. Transfers of Notes
between QIBs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.16. 

(c) Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary. 

The Company shall execute and the Trustee shall, in accordance with Section 2.1(b) and this
Section 2.1(c), authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instructions or held by the Trustee as Note Custodian for the Depositary. 
 Participants
shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Note Custodian as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or other agent
of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its 

  
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Participants, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note. 

The Trustee shall have no responsibility or obligation to any Holder that is a member of (or a participant in) DTC or any
other Person with respect to the accuracy of the records of DTC (or its nominee) or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of
redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to
its members, participants and any beneficial owners in the Notes. 
 (d) Notes issued in certificated form shall
be substantially in the form of Exhibit A attached hereto. 
 SECTION 2.2 Execution and Authentication.

 An Officer shall 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 shall nevertheless
be valid. 
 A Note shall not be valid until authenticated by the manual signature of a Responsible Officer of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee shall, upon a
written order of the Company signed by one Officer directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with, authenticate Notes for original
issue up to the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.8 hereof. 

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless limited by the terms
of such appointment, 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 the Company or an Affiliate of the Company. 
 SECTION 2.3 Registrar; Paying Agent.

 The Company shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for
exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any


  
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Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar 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 shall notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent not a party to this Indenture. The Company or any Guarantor may act as Paying Agent or
Registrar. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture that relate to
such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to
appropriate compensation in accordance with Section 7.7 hereof. 
 The Company initially appoints the Trustee to act
as the Note Custodian, Registrar and Paying Agent. 
 The Company initially appoints DTC to act as the Depositary with respect
to the Global Notes. 
 SECTION 2.4 Paying Agent to Hold Money in Trust. 

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the
benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Company in making any such
payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the
Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(7) hereof, the Trustee shall serve as Paying Agent for the Notes. 

SECTION 2.5 Holder Lists. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven (7) 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, including the aggregate principal amount of the Notes held by each Holder thereof, and the Company shall otherwise comply with TIA
§ 312(a). 

  
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 SECTION 2.6 Book-Entry Provisions for Global Securities. 

(a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary,
(ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). 
 Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the
Trustee as Note Custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee Note Custodian and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Note Custodian or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. 
 (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners
in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all beneficial owners (or the requesting beneficial owners, in
the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing
agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice
has occurred and is continuing and the Registrar has received a request from any beneficial owner of an interest in the Global Note (subject to the fourth paragraph of Section 2.1(c) hereof) to issue such Certificated Notes. 

(c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, such
Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial
interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. 
 (d) The
registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or
the Notes. 
 (e) Each Global Note shall bear the Global Note Legend on the face thereof. 

(f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or
cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
Certificated 

  
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 Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction. 

(g) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and
Certificated Notes at the Registrar’s request. 
 (2) No service charge shall be made to a Holder for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.7, 4.10, 4.14 and 9.5 hereto). 
 (3) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall 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 Certificated Notes surrendered upon such registration of transfer or exchange. 
 (4) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any
selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 

(5) 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 neither the Trustee, any Agent nor the Company shall
be affected by notice to the contrary. 
 (6) The Trustee shall authenticate Global Notes and Certificated Notes in accordance
with the provisions of Section 2.2 hereof. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note. 

(7) Each Holder agrees to provide reasonable indemnity to the Company and the Trustee against any liability that may result from the
transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. 
 (8) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable 

  
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 law with respect to any transfer of any interest in any Note (including any transfers between or among Agent
Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 (h)
Exchange Offer. Upon the occurrence of the Exchange Offer (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2, the Trustee shall authenticate (i) one or more Global Notes that are not Transfer Restricted Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Global
Notes that are Transfer Restricted Securities tendered for acceptance by Persons that certify in the applicable letters of transmittal that (x) they are not affiliates (as defined in Rule 144) of the Company, (y) they are not engaged in,
and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Notes to be issued in the Exchange Offer (the “Exchange Notes”) and (z) they are acquiring the
Exchange Notes in their ordinary course of business and (ii) Certificated Notes that are not Transfer Restricted Securities in an aggregate principal amount equal to the principal amount of the Certificated Notes that are Transfer Restricted
Securities accepted for exchange in the Exchange Offer (as defined in the Registration Rights Agreement). Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the Global Notes that are Transfer
Restricted Securities to be reduced accordingly, and the Trustee shall deliver to the Persons designated by the Holders of Global Notes that are Transfer Restricted Securities or Holders of Certificated Notes that are Transfer Restricted Securities
so accepted the Global Notes that are not Transfer Restricted Securities or Certificated Notes that are not Transfer Restricted Securities issued and authenticated in accordance with the preceding sentence in the appropriate principal amount.

 SECTION 2.7 Replacement Notes. 
 If any mutilated Note is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon the written order of the Company signed by an Officer of the Company, shall 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 to protect itself and in the judgment of 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 and the Trustee may charge for their expenses in replacing a Note. 
 Every replacement Note is an
additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 

  
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 SECTION 2.8 Outstanding Notes. 

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it
for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding. Except as set forth in
Section 2.9 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. 
 If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

 If the principal amount of any Note is considered paid under Section 4.1 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 shall be deemed to be no longer outstanding and shall cease to accrue interest. 

SECTION 2.9 Treasury Notes. 
 In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any Affiliate of the Company
shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes shown on the register as being owned shall be so
disregarded. Notwithstanding the foregoing, Notes that are to be acquired by the Company or an Affiliate of the Company pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title
to such Notes passes to such entity. 
 SECTION 2.10 Temporary Notes. 

Until Certificated Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon a written
order of the Company signed by one Officer of the Company. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the
Company shall prepare and the Trustee shall upon receipt of a written order of the Company signed by one Officer authenticate Certificated Notes in exchange for temporary Notes. 

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

SECTION 2.11 Cancellation. 
 The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the Company may have acquired in 

  
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 any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. All Notes
surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation. Subject to Section 2.7 hereof, the Company may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled
Notes held by the Trustee shall be disposed of in accordance with its customary practice, and certification of their disposal delivered to the Company. 
 SECTION 2.12 Defaulted Interest. 
 If the Company defaults in a payment of
interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the
earliest practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided in the Notes and in Section 4.1 hereof. The Company shall fix or cause to be fixed each such
special record date and payment date and shall promptly thereafter notify the Trustee of any such date. At least fifteen (15) days before the special record date, the Company (or the Trustee, in the name and at the expense of the Company) shall
mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 
 SECTION 2.13 Record Date. 
 Unless otherwise set forth in this Indenture,
the record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in TIA § 316 (c). 

SECTION 2.14 Computation of Interest. 
 Interest and Additional Interest, if any, on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 

SECTION 2.15 CUSIP Number. 
 The Company in issuing the Notes may use a “CUSIP” number, and if it does so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers
printed on the Notes. The Company shall promptly notify the Trustee of any change in the CUSIP number. 
 SECTION 2.16
Special Transfer Provisions. 
 Each Initial Note and each Additional Note issued pursuant to an exemption from
registration under the Securities Act will constitute a Transfer Restricted Note and be required to bear the Restricted Notes Legend until the expiration of the Resale Restriction Termination Date 

  
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 therefor, unless and until such Transfer Restricted Note is transferred or exchanged
pursuant to an effective registration statement under the Securities Act. The following provisions shall apply to the transfer of a Transfer Restricted Note: 
 (a) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S):

 (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such
transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in
Exhibit C hereto. 
 (ii) If the proposed transferee is an Agent Member and the Transfer Restricted
Note to be transferred consists of an interest in the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s
and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the QIB Global Note in an amount equal to the principal amount of the beneficial interest in
the Regulation S Global Note to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note. 

(b) Transfers Pursuant to Regulation S. The following provisions shall apply with respect to registration of
any proposed transfer of a Transfer Restricted Note pursuant to Regulation S: 
 (i) The Registrar shall
register any proposed transfer of a Transfer Restricted Note pursuant to Regulation S by a Holder upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially
in the form set forth in Exhibit D hereto from the proposed transferor. 
 (ii) If the proposed
transferee is an Agent Member holding a beneficial interest in a QIB Global Note and the Transfer Restricted Note to be transferred consists of an interest in a QIB Global Note, upon receipt by the Registrar of (x) the letter, if any, required
by paragraph (i) above and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the
Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the
principal amount of the QIB Global Note. 

  
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 (c) Restricted Notes Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar
shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. 

(d) General. By its acceptance of any Note bearing the Restricted Notes Legend, each Holder of such a Note
acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend and agrees that it shall transfer such Note only as provided in this Indenture. A transfer of a beneficial interest in a Global
Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note shall be subject to compliance with applicable law and the applicable procedures of the Depositary, but is not subject
any procedure required by this Indenture. 
 The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Section 2.16. 
 SECTION 2.17 Issuance of Additional Notes.

 The Company shall be entitled to issue Additional Notes, including Exchange Notes, under this Indenture that shall have
identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto (and, if such Additional Notes shall be issued in the form of
Transfer Restricted Notes, other than with respect to transfer restrictions, any registration rights agreement and additional interest with respect thereto); provided that such issuance is not prohibited by the terms of this Indenture,
including Section 4.9 and Section 4.12. The Initial Notes and any Additional Notes or Exchange Notes shall be treated as a single class for all purposes under this Indenture. 

With respect to any Additional Notes, the Company shall set forth in a resolution of its Board of Directors and in an Officers’
Certificate, a copy of each of which shall be delivered to the Trustee, the following information: 
 (1) the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 
 (2) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto
and the date from which interest shall accrue; and 
 (3) whether such Additional Notes shall be Transfer
Restricted Notes. 

  
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 ARTICLE III 
 REDEMPTION AND PREPAYMENT 
 SECTION 3.1 Notices to Trustee. 

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish
to the Trustee, at least thirty (30) days before a redemption date, an Officers’ Certificate setting forth (i) the section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the
principal amount of Notes to be redeemed and (iv) the Redemption Price. 
 If the Company is required to make an offer to
purchase Notes pursuant to Section 4.10 or 4.14 hereof, it shall furnish to the Trustee, at least thirty (30) days before the scheduled purchase date, an Officers’ Certificate setting forth (i) the section of this
Indenture pursuant to which the offer to purchase shall occur, (ii) the terms of the offer, (iii) the principal amount of Notes to be purchased, (iv) the purchase price and (v) the purchase date and further setting forth a
statement to the effect that (a) the Company or one of its Subsidiaries has effected an Asset Sale and there are Excess Proceeds aggregating more than $20.0 million or (b) a Change of Control has occurred, as applicable. 

The Company will also provide the Trustee with any additional information that the Trustee reasonably requests in connection with any
redemption or offer. 
 SECTION 3.2 Selection of Notes to Be Redeemed. 

If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed as follows: (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 the Notes are not so listed, on a pro rata basis to the
extent practicable and with adjustments so that no Notes are redeemed in part in an unauthorized denomination or by lot or such other method as the Trustee shall deem fair and appropriate (and in a manner that complies with applicable legal
requirements). No Notes of $2,000 or less shall be redeemed in part. 
 Except as otherwise provided herein, notices of
redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes 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. Except for a redemption to be effected pursuant to Section 3.7, notices of redemption may not be
conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the
original Note will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate). Notes called for redemption
become due on the date fixed for redemption. 

  
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 On and after the redemption date, interest ceases to accrue on Notes or portions of them
called for redemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable Redemption Price
pursuant to this Indenture and shall promptly notify the Company in writing of the Notes selected for redemption. The Trustee may select for redemption portions (equal to $2,000 or any integral multiples of $1,000 thereof) of the principal of the
Notes that have denominations larger than $2,000. 
 SECTION 3.3 Notice of Redemption. 

Subject to the provisions of Section 3.9, at least 30 days but not more than 60 days before a redemption date, the Company
shall mail or cause to be mailed by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed. 

The notice shall identify the Notes to be redeemed and shall 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 Notes 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 shall be issued upon cancellation of the
original Note; 
 (4) the name, telephone number 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, if any, on Notes called for redemption
ceases to accrue on and after the redemption date; 
 (7) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed; 
 (8) any condition to such
redemption as permitted by Section 3.4 hereof; and 
 (9) 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 shall give the notice of redemption in the Company’s name and at the Company’s expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption
date (or such shorter period as is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notice as provided in the preceding paragraph. The notice
mailed in the manner herein provided shall be conclusively presumed to 

  
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 have been duly given whether or not the Holder receives such notice. In any case, failure to give such
notice by mail or any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note. 
 SECTION 3.4 Effect of Notice of Redemption. 
 Once notice of redemption is
mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the Redemption Price plus accrued and unpaid interest and Additional Interest, if any, to such date.
Any redemption or notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other corporate transaction or event.
Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof. 
 SECTION 3.5
Deposit of Redemption of Purchase Price. 
 On or before 10:00 a.m. (New York City time) on each redemption date or the
date on which Notes must be accepted for purchase pursuant to Section 4.10 or 4.14, the Company shall deposit with the Trustee or with the Paying Agent (other than the Company or an Affiliate of the Company) money sufficient to
pay the Redemption Price of and accrued and unpaid interest and Additional Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall 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 Price of (including any applicable premium), and accrued interest and Additional Interest, if any, on, all Notes to be redeemed or purchased.

 If Notes called for redemption or tendered in an Asset Sale Offer or Change of Control Offer are paid or if the Company has
deposited with the Trustee or Paying Agent money sufficient to pay the redemption or purchase price of, and unpaid and accrued interest, if any, on, all Notes to be redeemed or purchased, on and after the redemption or purchase date, interest, if
any, shall cease to accrue on the Notes or the portions of Notes called for redemption or tendered and not withdrawn in an Asset Sale Offer or Change of Control Offer (regardless of whether certificates for such securities are actually surrendered).
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 and Additional Interest, if any, shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal 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 4.1
hereof. 
 SECTION 3.6 Notes Redeemed in Part. 
 Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the written request of an Officer of the Company, the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the 

  
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 Note surrendered; provided that each such new Note will be in a principal amount of $2,000 or
integral multiples of $1,000 in excess thereof. 
 SECTION 3.7 Optional Redemption. 

(a) The Notes may be redeemed in whole or in part, at any time prior to February 15, 2015, at the option of the Company upon not less
than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued
and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). 

(b) The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after February 15,
2015, upon not less than 30 nor more than 60 days’ notice at the following Redemption Prices (expressed as a percentage of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest, if
any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the
12-month period beginning February 15 of the years indicated: 
  

					
	 Year
	  	Redemption
Price	 
	 2015
	  	 	105.000	% 
	 2016
	  	 	102.500	% 
	 2017 and thereafter
	  	 	100.000	% 

 (c) In addition to the
optional redemption of the Notes in accordance with the provisions of the preceding paragraph, prior to February 15, 2014, the Company may, with the net cash proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal
amount of the outstanding Notes at a Redemption Price of 110.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, thereon, if any, to the date of redemption (provided that if the Equity Offering is
an offering by Holdings or any of its direct or indirect parent corporations, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company); provided,
however, that at least 65% of the principal amount of Notes originally issued under this Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation Notes held by Holdings and its
Subsidiaries) and that any such redemption occurs within 90 days following the date of the closing of such Equity Offering. 
 SECTION 3.8 Mandatory Redemption. 
 Except as set forth under Sections
3.9, 4.10 and 4.14 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

  
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 SECTION 3.9 Offer to Purchase. 

In the event that the Company shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control
Offer, the Company shall follow the procedures specified below. 
 On the Purchase Date, the Company shall purchase the
aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 hereof or Section 4.14 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered
in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after the interest record date and on or before the related interest payment date,
any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who
tender Notes pursuant to the Offer to Purchase. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to make an Offer to
Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender
Notes pursuant to the Offer to Purchase. 
 On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company
shall irrevocably deposit with the Trustee or Paying Agent (other than the Company or an Affiliate of the Company) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if
any, thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary,
provided however, with such adjustments so that no Notes are purchased in part in an unauthorized denomination, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been
tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three
(3) Business 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, plus any accrued and unpaid interest and
Additional Interest, if any, thereon, and the Company shall promptly issue a new Note, and the Trustee, at the written request of the Company, shall authenticate and mail or deliver at the expense of the Company such new Note to such Holder, equal
in principal amount to any unpurchased portion of such Holder’s Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of
general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on the Purchase Date. 

  
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 Other than as specifically provided in this Section 3.9, any purchase pursuant
to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof. 

ARTICLE IV 

COVENANTS 

SECTION 4.1 Payment of Notes. 
 (a) The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest
shall be considered paid for all purposes hereunder on the date the Paying Agent, if other than the Company or a Subsidiary thereof, holds, as of 10:00 a.m. (New York City time), money deposited by the Company in immediately available funds and
designated for and sufficient to pay all such principal, premium, if any, and interest then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and amounts set forth in the Registration Rights Agreement.

 (b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. 
 SECTION 4.2 Maintenance of Office or Agency. 
 The Company shall maintain an
office or agency (which may be an office of the Trustee or an affiliate of the Trustee or 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. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

 The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in
accordance with Section 2.3 hereof. 

  
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 SECTION 4.3 Provision of Financial Information. 

Whether or not required by the Commission, so long as any Notes are outstanding, if not filed electronically with the Commission through
the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company will furnish to the holders of Notes, within the time periods specified in the Commission’s rules and regulations:

 (1) all quarterly and annual financial information that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K, if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only,
a report on the annual financial statements by the Company’s certified independent accountants; and 
 (2)
all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. 
 In addition, whether or not required by the Commission, after the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, the Company will file a copy of all of the
information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a
filing) for a filer that is not an “accelerated filer” (as defined in such rules and regulations) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that,
for so long as any Notes remain outstanding, it will furnish to the holders of the Notes 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. 
 In addition, if at any time any direct or indirect parent (including Holdings) is or becomes a Guarantor
(there being no obligation of any such parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or any other direct or indirect parent of the Company (and performs the related incidental
activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished
to holders of the Notes pursuant to this covenant may, at the option of the Company, be filed by and be those of such parent rather than the Company. 
 Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of a Shelf Registration Statement relating to the
registration of the Notes under the Securities Act by the filing with the Commission of an Exchange Offer Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act within
the time periods and in accordance with the other provisions described in the Registration Rights Agreement. 

  
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 The Company shall provide the Trustee with a sufficient number of copies of all reports and
other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.3. 
 SECTION 4.4 Compliance Certificate. 
 The Company shall deliver to the
Trustee, within 90 days after the end of each fiscal year beginning with the fiscal year ended January 29, 2012, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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, each entity has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that, to the best of his or her knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 
 The
Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default, its status
and what action the Company is taking or proposes to take in respect thereof. 
 SECTION 4.5 Taxes. 

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency all material taxes, assessments and
governmental levies, except such as are contested in good faith and by appropriate proceedings and with respect to which appropriate reserves have been taken in accordance with GAAP or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes. 
 SECTION 4.6 Stay, Extension and Usury Laws. 

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

  
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 SECTION 4.7 Limitation on Restricted Payments. 

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

(a) declare or pay any dividend or make any other distribution on account of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (i) dividends or distributions by the Company payable in Equity Interests (other than Disqualified
Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock), (ii) dividends or distributions by a Restricted Subsidiary payable to the Company or any other Restricted
Subsidiary or (iii) in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, pro rata dividends or distributions to
minority stockholders of such Restricted Subsidiary (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation), provided that the Company or one of its Restricted Subsidiaries receives at
least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); 
 (b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent entity of the Company held by any Person (other than by a Restricted
Subsidiary), including in connection with any merger or consolidation; 
 (c) make any principal payment on, or
redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness (other than (x) Indebtedness permitted under clauses
(7) and (8) of the definition of “Permitted Debt” or (y) the purchase, repurchase or other acquisition or retirement of Indebtedness subordinated or junior in right of payment to the Notes purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, acquisition or retirement); or 

(d) make any Restricted Investment; 
 (all such payments and other actions set forth in these clauses (a) through (d) 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 

  
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 incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in the Section 4.9(a); and 
 (3) such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (9), (10), (11), (12), (13), (14), (15) and
(16) of the next succeeding paragraph; provided that the calculation of Restricted Payments shall also exclude the amounts paid or distributed pursuant to clause (1) of the next paragraph to the extent that the declaration of such
dividend or other distribution shall have previously been included as a Restricted Payment), 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 first fiscal quarter commencing following the Issue Date 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, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

 (b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the
Board of Directors of the Company, of property and marketable securities received by the Company after the Issue Date from the issue or sale of (x) Equity Interests of the Company (including Retired Capital Stock (as defined in the next
paragraph) but excluding (i) cash proceeds received from the sale of Equity Interests of the Company and, to the extent actually contributed to the Company, Equity Interests of the Company’s direct or indirect parent corporations to
members of management, directors or consultants of the Company, any direct or indirect parent corporation of the Company and the Subsidiaries of the Company after the Issue Date to the extent such amounts have been applied to Restricted Payments
made in accordance with clause (4) of the next succeeding paragraph, (ii) cash proceeds received from the sale of Refunding Capital Stock (as defined in the next paragraph) to the extent such amounts have been applied to Restricted
Payments made in accordance with clause (2) of the next succeeding paragraph, (iii) Designated Preferred Stock, (iv) the Cash Contribution Amount and (v) Disqualified Stock) or (y) debt securities of the Company that have
been converted into such Equity Interests of the Company (other than Refunding Capital Stock or Equity Interests or convertible debt securities of Holdings sold to a Restricted Subsidiary or Holdings, as the case may be, and other than Disqualified
Stock or Designated Preferred Stock or debt securities that have been converted into Disqualified Stock or Designated Preferred Stock), plus 

  
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 (c) 100% of the aggregate amount of cash and the fair market value, as
determined in good faith by the Board of Directors of the Company, of property and marketable securities contributed to the capital of the Company after the Issue Date (other than (i) by a Restricted Subsidiary, (ii) any Excluded
Contributions, (iii) any Disqualified Stock, (iv) any Refunding Capital Stock, (v) any Designated Preferred Stock, (vi) the Cash Contribution Amount and (vii) cash proceeds applied to Restricted Payments made in accordance
with clause (4) of the next succeeding paragraph), plus 
 (d) to the extent not already included in
Consolidated Net Income, 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received after the Issue Date by means of
(A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the
Company or its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments of the Company or its Restricted Subsidiaries or (B) the sale (other than to the Company or a Restricted Subsidiary) of the
Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (10) of
the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus 
 (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or
the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of Directors of the Company in good faith at the time
of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary
was made by a Restricted Subsidiary pursuant to clause (10) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment). 

  
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 The preceding provisions will not prohibit: 

(1) the payment of any dividend or other distribution within 60 days after the date of declaration thereof, if at the date
of declaration such payment would have complied with the provisions of this Indenture; 
 (2)(A) the
redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any direct or indirect parent of the Company (“Retired Capital Stock”) or Indebtedness subordinated to the Notes in exchange for or
out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Company) of Equity Interests of the Company or contributions to the equity capital of the Company (in each case, other than Disqualified
Stock and the Cash Contribution Amount) (“Refunding Capital Stock”) and (B) the declaration and payment of dividends on the Retired Capital Stock out of the net cash proceeds of the substantially concurrent sale (other than to
a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock; 

(3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes made by
exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower thereof which is incurred in compliance with Section 4.9 so long as (A) such new Indebtedness is subordinated to the
Notes and any Guarantees thereof at least to the same extent as such Indebtedness subordinated to such Notes so redeemed, repurchased, acquired or retired, (B) such new Indebtedness has a final scheduled maturity date equal to or later than the
final scheduled maturity date of the Indebtedness subordinated to such Notes being so redeemed, repurchased, acquired or retired and (C) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining
Weighted Average Life to Maturity of the Indebtedness subordinated to such Notes being so redeemed, repurchased, acquired or retired; 
 (4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company or any of its direct or indirect parent corporations held by
any future, present or former employee, director or consultant of the Company, any Subsidiary or any of its direct or indirect parent corporations (or their permitted transferees, assigns, estates or heirs) pursuant to any management equity plan or
stock option plan or any other management or employee benefit plan, agreement or arrangement, provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed in any calendar year
$10.0 million (with any unused amounts in any calendar year being carried over to the two immediately succeeding calendar years); and provided, further, that such amount in any calendar year may be increased by an amount not to exceed
(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of its direct or indirect parent corporations, in each case to members
of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent corporations 

  
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 that occurs after the Issue Date plus (B) the cash proceeds of “key man” life
insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date (provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in
any calendar year) (it being understood that the forgiveness of any debt by such Person shall not be a Restricted Payment hereunder) less (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and
(B) of this clause (4); 
 (5) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Company or any Restricted Subsidiary issued or incurred in accordance with this covenant to the extent such dividends are included in the definition of “Fixed Charges” for such entity; 

(6) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred
Stock (other than Disqualified Stock) issued after the Issue Date and the declaration and payment of dividends to any direct or indirect parent corporation of the Company the proceeds of which will be used to fund the payment of dividends to holders
of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent corporation of the Company issued after the Issue Date; provided, however, that (A) for the most recently ended
four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions
thereon) on a pro forma basis, the Company would have had a Fixed Charge Coverage Ratio of at least 2.0 to 1.0 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash
proceeds actually received by the Company from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date; 
 (7) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 

(8) the payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect
parent company of the Company, as the case may be, to fund the payment by any such parent company of the Company of dividends on such entity’s common stock) following the first public offering of the Company’s common stock or the common
stock of any of its direct or indirect parent corporations after the Issue Date, of up to 6.0% per annum of the net cash proceeds received by or contributed to the Company after the Issue Date in any such public offering, other than
public offerings of common stock of the Company (or any direct or indirect parent company of the Company) registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution; 

(9) Restricted Payments that are made with Excluded Contributions; 

  
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 (10) other Restricted Payments in an aggregate amount not to exceed $25.0
million after the Issue Date; 
 (11) distributions or payments of Securitization Fees and purchases of
Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing; 
 (12) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described in Sections 3.9, 4.10 and
4.14; provided that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered by holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been
repurchased, redeemed or acquired for value; 
 (13) the declaration and payment of dividends to, or the making
of loans to, a direct or indirect parent corporation of the Company in amounts required for such Person to pay, without duplication: 
 (A) franchise taxes and other fees, taxes and expenses required to maintain its corporate existence; 
 (B) income taxes to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted
Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of the Unrestricted Subsidiaries, provided, however, that in each case the amount of such payments in any fiscal year does not exceed the
amount of income taxes that the Company and its Restricted Subsidiaries would be required to pay for such fiscal year were the Company and its Restricted Subsidiaries to pay such taxes as a stand-alone taxpayer; 

(C) customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees
of such direct or indirect parent corporation of the Company to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are attributable to the ownership or operation of the Company and its Restricted
Subsidiaries; 
 (D) general corporate overhead and operating expenses for such direct or indirect parent
corporation of the Company to the extent such expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; 
 (E) reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering or other financing transaction by such direct or indirect parent corporation of the Company;


  
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 (F) taxes with respect to income of any direct or indirect parent company of
the Company derived from funding made available to the Company and its Restricted Subsidiaries by such direct or indirect parent company; and 
 (G) obligations under the Management Agreement (as in effect on the Issue Date); 
 (14) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company;
provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 4.7 (as determined in good faith by the Board of Directors of the Company); 

(15) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a
Restricted Subsidiary by, Unrestricted Subsidiaries; or 
 (16) any payments made in connection with the
consummation of the Transactions as described in the Offering Circular; 
 provided, however, that at the time of, and after
giving effect to, any Restricted Payment permitted under clauses (6), (8), (10), (12) and (13)(G) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. 

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 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 covenant
will be determined in good faith by the Board of Directors of the Company. Such determination must be based upon an opinion or appraisal issued by an Independent Financial Advisor if the fair market value exceeds $50.0 million. 

As of the Issue Date, all of the Company’s Subsidiaries will be Restricted Subsidiaries. The Company will not permit any
Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary,
all outstanding investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the second paragraph of the
definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this covenant or the definition of “Permitted Investments” and if such Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. 
 For the avoidance of doubt, any dividend or distribution
otherwise permitted pursuant to this Section 4.7 may be in the form of a loan. 

  
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 SECTION 4.8 Limitation on Dividends 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 such 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; 
 (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) However, the preceding restrictions will not
apply to encumbrances or restrictions existing under or by reason of: 
 (1) contractual encumbrances or
restrictions in effect (x) pursuant to a Credit Facility or related documents as in effect on the Issue Date or (y) on the Issue Date, including, without limitation, pursuant to Indebtedness in existence on the Issue Date; 

(2) this Indenture and the Notes and Guarantees (including any Exchange Notes with respect to the Notes and related
Guarantees); 
 (3) purchase money obligations or other obligations described in clause (4) of the
definition of “Permitted Debt” that, in each case, impose restrictions of the nature discussed in Section 4.8(a)(3) on the property so acquired; 

(4) applicable law or any applicable rule, regulation or order; 

(5) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the
time of such acquisition (but not created in connection therewith or in contemplation thereof or to provide all or a portion of the funds or credit support utilized to consummate 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; 
 (6) contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of
all or substantially all of the Capital Stock or assets of such Subsidiary; 

  
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 (7) Secured Indebtedness otherwise permitted to be incurred pursuant to
Sections 4.9 and 4.12 that limits the right of the debtor to dispose of the assets securing such Indebtedness; 
 (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 

(9) other Indebtedness or Preferred Stock of any Restricted Subsidiary (i) that is a Guarantor that is incurred
subsequent to the Issue Date pursuant to Section 4.9 or (ii) that is incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date; 

(10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of
business; 
 (11) customary provisions contained in leases, subleases, licenses or asset sale agreements and
other agreements; and 
 (12) any encumbrances or restrictions of the type referred to in
Section 4.8(a)(1), (2) and (3) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (1) through (11) of this Section 4.8(b); provided that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially less favorable to the holders of the Notes than encumbrances and restrictions contained in such predecessor agreements and do not
affect the Company’s and Guarantors’ ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of the Notes, in each case as and when due; provided, further, however, that with
respect to agreements existing on the Issue Date, any refinancings or amendments thereof contain such encumbrances or restrictions that are not materially less favorable to the holders of the Notes than the encumbrances or restrictions contained in
such agreements as in effect on the Issue Date. 
 SECTION 4.9 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 will not permit any of its Restricted Subsidiaries to
issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary that is a Guarantor may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary that is a Guarantor may issue
Preferred Stock if the Fixed Charge Coverage Ratio of the Company and its Subsidiaries (on a consolidated combined basis) 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 Preferred Stock is issued would have been at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional 

  
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Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

 (b) Section 4.9(a) shall not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

 (1)(A) the incurrence by the Company or a Restricted Subsidiary of Indebtedness under the ABL Facility
together with the incurrence by the Company or any Restricted Subsidiary of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances
being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount equal to the greater of (x) the Borrowing Base and (y) $600.0 million outstanding at any one time, less the amount of all
payments actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales pursuant to Section 4.10(c)(1); and (B) the incurrence by the Company or a Restricted Subsidiary of
Indebtedness under the Term Loan Facility together with the incurrence by the Company or any Restricted Subsidiary of the guarantees thereunder, up to an aggregate principal amount equal to $1,000.0 million outstanding at any one time, less the
amount of all payments actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales pursuant to Section 4.10(c)(1); 

(2) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes (including any Guarantee
thereof) on the Issue Date and any Notes issued in exchange for such Notes (including any Guarantee thereof) pursuant to the Registration Rights Agreement; 
 (3) any Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) or (2) of this Section 4.9(b));

 (4) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any Restricted
Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets)
in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (4), does not exceed the greater of $90.0 million and 3.5% of Consolidated Total Assets;

 (5) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations
with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or
liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the
incurrence of such 

  
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Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; 
 (6) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or
assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of
financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements
and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the
gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and any Restricted
Subsidiaries in connection with a disposition; 
 (7) Indebtedness of the Company owed to and held by any
Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other
event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the
incurrence of such Indebtedness by the issuer thereof and (B) if the Company or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of the Company or such Guarantor
with respect to the Notes; 
 (8) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a
Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any
such shares of Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock; 

(9) Hedging Obligations of the Company or any Restricted Subsidiary (excluding Hedging Obligations entered into for
speculative purposes) for the purpose of limiting, hedging or managing (A) interest rates with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding, (B) currency exchange rates or
(C) commodity prices; 
 (10) obligations in respect of performance and surety bonds, appeal bonds and other
similar types of bonds and performance and completion guarantees provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with
past practice; 

  
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 (11) Indebtedness of the Company or any Restricted Subsidiary or Preferred
Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock
then outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed $50.0 million; 
 (12)(x) any guarantee by the Company or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness by such Restricted Subsidiary is
permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary or the Company, as applicable, any such
guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes
or the Guarantee of such Restricted Subsidiary, as applicable, (y) any guarantee by a Restricted Subsidiary that is not a Guarantor of Indebtedness of another Restricted Subsidiary that is not a Guarantor incurred in accordance with the terms
of this Indenture, and (z) any guarantee by a Guarantor of Indebtedness of the Company incurred in accordance with the terms of this Indenture; 
 (13) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted under Section 4.9(a)
and Section 4.9(b)(2), (3),(14) and (19) and this clause (13) or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay
premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the
time such Refinancing Indebtedness is incurred which is not less than the earlier of (x) the Stated Maturity of the Indebtedness being refunded or refinanced and (y) the Stated Maturity of any Notes then outstanding, (B) to the extent
such Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Notes or the Guarantees, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantees at least to the same extent as
the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Company or a Guarantor or
(y) Indebtedness or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of,
premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a stated maturity date that is earlier than the earlier of (x) the Stated Maturity of the
Indebtedness being refunded or refinanced and (y) the Stated Maturity of any Notes then outstanding; 
 (14)
Indebtedness or Preferred Stock of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted 

  
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Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness or Preferred Stock is not incurred in
connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further, that after giving effect to such incurrence of
Indebtedness either (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.9(a) or (B) the Fixed Charge Coverage Ratio would
be greater than such Fixed Charge Coverage Ratio immediately prior to such acquisition; 
 (15) Indebtedness
arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five business
days of its incurrence; 
 (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a
letter of credit issued pursuant to a Credit Facility in a principal amount not in excess of the stated amount of such letter of credit; 
 (17) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to the Company or any of its Restricted Subsidiaries, other than a Securitization
Subsidiary (except for Standard Securitization Undertakings); 
 (18) Indebtedness consisting of promissory notes
issued by the Company or any Guarantor to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Company or any of its direct or indirect
parent corporations permitted by Section 4.7; 
 (19) Contribution Indebtedness; 

(20) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are
deposited and used to defease the Notes as described in Article VIII; 
 (21) Indebtedness of the Company
or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business; and 
 (22) Indebtedness incurred by a Foreign Subsidiary, provided, however, that the aggregate principal amount of Indebtedness incurred under this clause (22) which, when aggregated with
the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (22) does not exceed the greater of (x) $30.0 million and (y) an amount equal to 1.5% of Consolidated Total Assets of the Foreign
Subsidiaries of the Company. 

  
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 (c) For purposes of determining compliance with this Section 4.9 in the event that an
item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Sections 4.9(b)(1) through (22), or is entitled to be incurred pursuant to Section 4.9(a), the Company
will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this definition, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. Accrual of
interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this definition. Notwithstanding the foregoing, Indebtedness under
the Credit Facilities outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of “Permitted Debt.” Additionally, all or any portion of any
item of Indebtedness may later be reclassified as having been incurred pursuant to the first paragraph of this definition or under any category of Permitted Debt described in Sections 4.9(b)(1) through (22) so long as such
Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification. 
 (d) For purposes of
determining compliance with any U.S. dollar restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on
the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a currency agreement with respect to U.S. dollars covering all principal, premium, if
any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such currency agreement. The principal amount of any refinancing Indebtedness incurred in the same currency as the
Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness being refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a currency agreement, in which case the
refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the
U.S. Dollar Equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this Section 4.9
shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. 
 (e) The Company will not, and will not permit any Restricted Subsidiary that is a Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of
any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Debt) of the Company or such Restricted Subsidiary, as the case may be, unless such Indebtedness is also by
its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor’s
Guarantee of the Notes (as applicable). Indebtedness shall not be considered subordinate or junior in right of payment by virtue of being secured to a greater or lesser extent or with different priority. 

  
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 SECTION 4.10 Asset Sales. 

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

(1) the Company (or such 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; 
 (2) in the case of Asset Sales involving consideration in excess of $10.0 million, the fair market value is determined in good faith by the Company’s Board of Directors; and 

(3) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the
form of cash or Cash Equivalents. 
 (b) For purposes of Section 4.10(a)(3), the amount of (i) any liabilities
(as shown on the Company’s or the applicable Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes
or the Guarantees) that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by the Company or such
Restricted Subsidiary from such transferee that are converted by the Company or Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, (iii) any assets described in
Section 4.10(c)(2) or (3), and (iv) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith
by the Board of Directors of the Company), taken together with all other Designated Noncash Consideration received pursuant to this clause (iv) that is at that time outstanding, not to exceed the greater of (x) $60.0 million and
(y) an amount equal to 3.0% of Consolidated Total Assets of the Company on the date on which such Designated Noncash Consideration is received (with the fair market value of each item of Designated Noncash Consideration being measured at the
time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose. 
 (c) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option: 

(1) to reduce Obligations under Secured Indebtedness of the Company or any Guarantor or Indebtedness of the Company that
ranks pari passu with the Notes (provided that if the Company shall so reduce Obligations under Indebtedness that ranks pari passu with the Notes (other than Secured Indebtedness), it will equally and ratably reduce Obligations
under the Notes by causing the Company to make an offer (in accordance with the procedures set forth below for an Asset Sale Offer to all holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest and Additional Interest, if any, on the pro rata principal amount of Notes) or Indebtedness of a Restricted Subsidiary that (x) is a Subsidiary of 

  
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the Company and (y) is not a Guarantor, in each case other than Indebtedness owed to Holdings or an Affiliate of Holdings; and/or 

(2) to an investment in (i) any one or more Permitted Businesses; provided that such investment in any
Permitted Business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary,
(ii) capital expenditures or (iii) other non-current assets, that in the case of each of (ii) and (iii), are used or useful in a Permitted Business; and/or 

(3) to an investment in (i) any one or more Permitted Businesses; provided that such investment in any
Permitted Business is in the form of the acquisition of Capital Stock and it results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary,
(ii) properties or (iii) assets that, in each of (i), (ii) and (iii), replace the businesses, properties and assets that are the subject of such Asset Sale. 
 (d) Any Net Proceeds from an Asset Sale not applied or invested in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Proceeds shall constitute
“Excess Proceeds”; provided that if during such 365-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of
Sections 4.10(c)(2) or (3) after such 365th day, such 365-day period will be extended with respect to the amount of Net Proceeds so committed for a period not to exceed 180 days until such Net Proceeds are required to be
applied in accordance with such agreement (or, if earlier, until termination of such agreement). 
 (e) When the aggregate
amount of Excess Proceeds exceeds $20.0 million, the Company or the applicable Restricted Subsidiary will make an Asset Sale Offer to all holders of Notes and Indebtedness that ranks pari passu with the Notes and contains provisions
similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, provided, however, with such adjustments so that no Notes or pari
passu Indebtedness are purchased in part in an unauthorized denomination, the maximum principal amount of Notes and such other Indebtedness that ranks pari passu with the Notes that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer will be equal to 100% of principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. 

(f) Pending the final application of any Net Proceeds, the Company or the applicable Restricted Subsidiary may temporarily reduce
revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 (g)
If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount
of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, provided, however, with such adjustments so that no


  
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Notes or pari passu Indebtedness are purchased in part in an unauthorized denomination. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

 (h) The Company or the applicable Restricted Subsidiary will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities
laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company or the applicable Restricted Subsidiary will comply with the applicable securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such conflict. 
 SECTION 4.11 Limitation on
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, assign, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance
or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless: 

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by the Company or Restricted Subsidiary with an unrelated Person; and 
 (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, a majority of the disinterested members of the Board
of Directors of the Company have determined in good faith that the criteria set forth in Section 4.11(a)(1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of
the Company. 
 (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to
the provisions of the prior paragraph: 
 (1) any transaction with the Company, a Restricted Subsidiary or joint
venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; 

(2) Restricted Payments and Permitted Investments permitted by this Indenture; 

(3) the payment to the Sponsors, any of their Affiliates, and officers or Affiliates of the Company or any of its
Restricted Subsidiaries, of management, consulting, monitoring and advisory fees, termination payments and related reasonable 

  
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expenses pursuant to (A) the Management Agreement or any amendment thereto (so long as any such amendment is not less advantageous to the holders of the Notes in any material respect than
the Management Agreement) or (B) other agreements as in effect on the Issue Date that are entered into in connection with the Transactions and as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not less
advantageous to the holders of the Notes in any material respect than the original agreement as in effect on the Issue Date); 
 (4) the payment of reasonable compensation and fees to, and indemnities provided on behalf of (and entering into related agreements with) officers, directors, employees or consultants of the Company, any
of its direct or indirect parent corporations, or any Restricted Subsidiary, as determined in good faith by the Board of Directors of the Company or senior management thereof; 

(5) payments made by the Company or any Restricted Subsidiary to the Sponsors and any of their Affiliates for any
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the
disinterested members of the Board of Directors of the Company in good faith; 
 (6) transactions in which the
Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; 

(7) payments or loans (or cancellations of loans) to employees or consultants of the Company or any of its direct or
indirect parent corporations or any Restricted Subsidiary which are approved by the Board of Directors of the Company and which are otherwise permitted under this Indenture, but in any event not to exceed $10.0 million in the aggregate outstanding
at any one time; 
 (8) payments made or performance under any agreement as in effect on the Issue Date (other
than the Management Agreement and Shareholders Agreement, but including, without limitation, each of the other agreements entered into in connection with the Transactions); 

(9) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the
terms of, the Shareholders Agreement (including any registration rights agreement or purchase agreements related thereto to which it is a party on the Issue Date and any similar agreement that it may enter into thereafter); provided,
however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to the Shareholders Agreement or under any similar agreement entered into after the Issue
Date shall only be permitted by this clause (9) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to holders of the Notes
in any material respect than the original agreement as in effect on the Issue Date; 

  
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 (10) transactions with customers, clients, suppliers, or purchasers or
sellers of goods or services (including Holdings and its Subsidiaries), 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 its Restricted Subsidiaries, in the
reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party; 

(11) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Company to
any Permitted Holder, any director, officer, employee or consultant of the Company or its Subsidiaries or any other Affiliates of the Company (other than a Subsidiary); and 

(12) any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing.

 SECTION 4.12 Limitation on Liens. 
 The Company will not, and will not permit any of its Restricted Subsidiaries that are Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than any Permitted
Lien) that secures obligations under any Indebtedness or, if applicable, any Guarantee on any asset or property of the Company or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income
therefrom, unless: 
 (1) in the case of Liens securing Indebtedness subordinated to the Notes or the Guarantees,
the Notes and the Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 
 (2) in all other cases, the Notes and the Guarantees are equally and ratably secured. 
 SECTION 4.13 Payments for Consent. 
 The Company will not, and will not
permit any of its 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 so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or
agreement. 
 SECTION 4.14 Offer to Purchase upon Change of Control. 

If a Change of Control occurs, unless the Company at such time has given notice of redemption under Section 3.7 with respect
to all outstanding Notes, each holder of Notes will have the right to require the Company 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 pursuant to a Change of Control
Offer on the terms set forth in this Indenture. In the Change of Control Offer, the 

  
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Company will offer a payment (a “Change of Control Payment”) 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. Within 30 days following any Change of Control, unless the Company at such time has given notice of redemption under Section 3.7 with respect to all
outstanding Notes, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date of such Change of Control Payment specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice. 

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 of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of
Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such
conflict. 
 On the date of such Change of Control Payment, 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) 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 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; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in
excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of such Change of Control Payment. 
 The Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of
redemption has been given pursuant to Section 3.7 of this Indenture unless and until there is a default in the payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change


  
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of Control or conditional upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. 

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be
applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the holders of the Notes to require that the
Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. 
 SECTION 4.15
Corporate Existence. 
 Subject to Section 4.14 and Article V hereof, as the case may be, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company 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 the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided 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 of the Company 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. 

SECTION 4.16 Business Activities. 
 The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its
Subsidiaries taken as a whole. 
 SECTION 4.17 Additional Guarantees. 

After the Issue Date, the Company will cause (i) each of its Domestic Subsidiaries (other than any Unrestricted Subsidiary) that
incurs any Indebtedness in excess of $10.0 million (other than Indebtedness permitted to be incurred pursuant to Section 4.9(b)(5), (6), (7), (8), (9), (10) and (15) and (ii) each
Restricted Subsidiary that guarantees any Indebtedness of the Company or any of the Guarantors, in each case, within 10 business days of such incurrence of any such Indebtedness or guarantee of such Indebtedness, to execute and deliver to the
Trustee a supplement to this Indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes and all
other obligations under this Indenture on the same terms and conditions as those set forth in this Indenture. 
 Each Guarantee
will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 

  
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 SECTION 4.18 [Reserved]. 

SECTION 4.19 Further Instruments and Acts. 
 The Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture, or as it may
be requested by the Trustee. 
 SECTION 4.20 Suspension of Covenants 

(a) During any period of time after the Issue Date that (i) the Notes are rated Investment Grade by each of S&P and Moody’s
(or, if either (or both) of S&P and Moody’s have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing
under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be
subject to Sections 4.7, 4.8, 4.9, 4.10, 4.11, 4.16 and 5.1(a)(iv) hereof (collectively, the “Suspended Covenants”). 
 (b) During any Suspension Period, the Company may not designate any of its Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted
Subsidiary.” 
 (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended
Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in Section 4.20(a)(i) is no longer satisfied, then Holdings and its Restricted
Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the date of the Covenant Suspension Event and the Reversion Date is a “Suspension Period.”

 On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to
be Indebtedness permitted to be incurred under Section 4.9(b)(3). For purposes of calculating the amount available to be made as Restricted Payments under Section 4.7(3), calculations under such covenant shall be made as though such
covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to the second paragraph of
Section 4.7 hereof will reduce the amount available to be made as Restricted Payments under Section 4.7(3). 
 ARTICLE V 
 SUCCESSORS 

SECTION 5.1 Consolidation, Merger, Conveyance, Transfer or Lease. 

(a) The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is
the surviving corporation); or (2) sell, 

  
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assign, transfer, convey, lease 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: 
 (i)(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, lease or other disposition has been made is a corporation or limited liability company organized or existing
under the laws of the United States, any state of the United States or the District of Columbia (the Company or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the
case may be, being herein called the “Successor Company”); 
 (ii) the Successor Company (if other than the
Company) assumes all the obligations of the Company pursuant to agreements necessary under the terms of the Notes, the Indenture and the Registration Rights Agreement; 
 (iii) immediately after such transaction, no Default or Event of Default exists; and 
 (iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the Applicable Four-Quarter Period, either
(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.9(a) or (B) the Fixed Charge Coverage Ratio for the
Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction. 
 (b) For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of
the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale,
lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. 
 (c) The predecessor company will be released from its obligations under the Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the
Company under the Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor will not be released from the obligation to pay the principal of and interest on the Notes. 

(d) This Section 5.1 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets between
or among the Company and its Restricted Subsidiaries. Notwithstanding the foregoing, Section 5.1(a)(iii) and (iv) will not be applicable to (1) any Restricted Subsidiary consolidating with, merging into or selling,
assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Restricted Subsidiary and (2) the Company merging with an Affiliate


  
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solely for the purpose of reincorporating the Company, as the case may be, in another jurisdiction. 
 SECTION 5.2 Successor Corporation Substituted. 
 Upon any consolidation or
merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1 hereof, the successor corporation formed by such consolidation or
into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale,
lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and shall 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. 
 ARTICLE VI 

DEFAULTS AND REMEDIES 
 SECTION 6.1 Events of Default. 
 Each of the following constitutes an
“Event of Default”: 
 (1) the Company defaults in payment when due and payable, upon
redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; 
 (2) the Company
defaults in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days; 
 (3) the Company defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, this Indenture (other than a default in the performance or breach of a covenant,
warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 60 days after notice from the Trustee or the Holders of at least 25% in aggregate principal
amount of the outstanding Notes; 
 (4) a default under any mortgage, indenture or instrument under which there
is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by the Company or any Restricted Subsidiary (other than Indebtedness owed to
the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final
maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such
Indebtedness causing such Indebtedness to become due prior to its stated maturity 

  
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and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after
giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million (or its foreign currency equivalent) or more at any one time outstanding; 

(5) the failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million
(other than any judgments covered by indemnities or insurance policies issued by reputable and creditworthy companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after the applicable judgment
becomes final; 
 (6) the Guarantee of a Significant Subsidiary that is a Guarantor or any group of Subsidiaries
that are Guarantors and that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof)
or any Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee(s), other than by reason of the release of the Guarantee(s) in accordance with the terms of this Indenture, and such Default continues for 30 days; and

 (7)(i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 
 (a) commences a voluntary case, 
 (b) consents to the entry of an
order for relief against it in an involuntary case, 
 (c) consents to the appointment of a custodian of it or
for all or substantially all of its property, 
 (d) makes a general assignment for the benefit of its creditors,
or 
 (e) generally is not paying its debts as they become due; 

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

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

(b) appoints a custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken 

  
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together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries; or 

(c) orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days. 
 SECTION 6.2 Acceleration. 
 If an Event of Default (other than an Event of
Default specified in clause (7) above with respect to the Company) shall occur and be continuing, then and in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the
principal of the Notes and any accrued interest on the Notes to be due and payable by a notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the
“Acceleration Notice”), and the same shall become immediately due and payable. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due
and payable. After such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if
all Events of Default, other than the nonpayment of accelerated principal of or interest on such Notes, have been cured or waived as provided in this Indenture. 
 The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under this Indenture and its consequences: 
 (1) if the rescission would not
conflict with any judgment or decree; 
 (2) if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the acceleration; 
 (3) to the extent
the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; 

(4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances; and 
 (5) in the event of the cure or waiver of an Event of Default of the type
described in clause (7) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived. 

  
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 No such rescission shall affect any subsequent Default or impair any right consequent
thereto. 
 In the event of any Event of Default specified in clause (4) of Section 6.1, such Event of Default
and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 30 days after such Event of Default
arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the
acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal
amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. 
 If an Event of
Default specified in clause (7) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the outstanding Notes
shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the Notes. 
 No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written
notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding
as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within
60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such
Note. 
 In the case of any Event of Default occurring 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 3.7, an equivalent premium shall also become
and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. 
 SECTION 6.3 Other
Remedies. 
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal, premium, if any, interest and 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 in exercising any
right or remedy accruing upon an Event of Default shall not impair the 

  
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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 6.4 Waiver of Past Defaults. 
 The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than as a result of an acceleration), which shall require the consent of all of
the Holders of the Notes then outstanding. 
 SECTION 6.5 Control by Majority. 

The 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 power conferred on it. However, (i) 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 or that may involve the Trustee in personal liability, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. In case
an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Notwithstanding any provision to the contrary in
this Indenture, the Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holder, unless such Holder shall offer to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense. 
 SECTION 6.6 Limitation on Suits. 

A Holder may pursue a remedy with respect to this Indenture or the Notes only if: 

(a) the Holder gives to the Trustee written notice of a continuing Event of Default or the Trustee receives such notice
from the Company; 
 (b) the 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; 
 (c) such Holder or Holders offer and, if
requested, provide to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense; 
 (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of such indemnity or security; and 

  
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 (e) during such 60-day period the Holders of a majority in aggregate
principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. 
 A Holder
may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 

SECTION 6.7 Rights of Holders of Notes to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and
interest 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 6.8 Collection Suit by Trustee. 

If an Event of Default specified in Section 6.1(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 and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

SECTION 6.9 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 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 securities or property payable or deliverable upon the conversion or exchange of the Notes or 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 7.7 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 7.7 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


  
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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 VI, 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 7.7 hereof, including payment of
all reasonable compensation, expense and liabilities incurred, and all advances that may have been 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 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, respectively; 

Third: without duplication, to the Holders for any other Obligations owing to the Holders under this Indenture and the
Notes; and 
 Fourth: to the Company or to such party as a court of competent jurisdiction shall direct.

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

 SECTION 6.11 Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by
Holders of more than 10% in principal amount of the then outstanding Notes. 
 ARTICLE VII 

TRUSTEE 

SECTION 7.1 Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and 

  
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 skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs. 
 (b) Except during the continuance of an Event of Default: 

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

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts
stated therein). 
 However, the Trustee shall examine the certificates and opinions furnished to it to determine whether or not they conform to
the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
 (i) this paragraph does
not limit the effect of paragraph (b) of this Section 7.1; 
 (ii) the Trustee shall not be
liable for any error of judgment made in good faith by an officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.5 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 7.1. 

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The
Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

  
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 SECTION 7.2 Rights of Trustee. 

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any document (whether in
original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the
Trustee’s own choosing and the Trustee shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance on the advice or opinion of such counsel. 

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or
agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate. 

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or a Guarantor
shall be sufficient if signed by an officer of the Company or such Guarantor. 
 (f) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the
costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 
 (g) The Trustee
shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or documents, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine during normal business hours the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation. 

  
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 (h) The rights, privileges, protections and benefits given to the Trustee, including,
without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder. 

(i) 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 any such certificate previously delivered and not superseded. 
 (j) The Trustee shall not be deemed to have notice or be
charged with knowledge of any Default or Event of Default unless the Trustee shall have received from the Company or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 12.2
hereof, and such notice references the Notes and this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists. 

SECTION 7.3 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 Commission for permission to continue as Trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 SECTION 7.4
Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company’s or upon the Company’s direction under any provision of this Indenture, it
shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes, any statement or recital on any
Officers’ Certificate delivered to the Trustee under Article IV or Section 8.4 or 9.6 hereof, or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of
authentication. 
 SECTION 7.5 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and if it is actually known to an officer of the Trustee directly responsible
for the administration of this Indenture, the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after it occurs or as soon as practicable after it is known if after 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or interest or Additional Interest on any Note, the Trustee may withhold the notice if and so long as the board of directors,


  
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the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interests of the Holders.

 SECTION 7.6 Reports by Trustee to Holders of the Notes. 

Within 60 days after each May 15 beginning with May 15, 2012, and for so long as Notes remain outstanding, the Trustee shall
mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports as required by TIA § 313(c). 
 A copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with the Commission and each stock exchange on which the Company has informed the Trustee in
writing the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange and of any delisting thereof. 

SECTION 7.7 Compensation and Indemnity. 
 The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as agreed upon in writing. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Company and the Guarantors, jointly and severally, shall indemnify the Trustee (which for purposes of this Section 7.7 shall include its officers, directors, employees and agents) against
any and all claims, damage, losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.7) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or
duties hereunder except to the extent any such loss, claim, damage, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of one such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 
 The obligations of the Company and the Guarantors under this Section 7.7 shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee.


  
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 To secure the Company’s payment obligations in this Section 7.7, the
Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge of
this Indenture and the resignation or removal of the Trustee. 
 When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law. 
 The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

 SECTION 7.8 Replacement of Trustee. 
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.8. 
 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 principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 

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

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law; 
 (c) a custodian or public officer takes charge of the Trustee or its property; or

 (d) the Trustee becomes incapable of acting. 

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

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

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

  
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 A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and the duties of the Trustee under this Indenture. The successor Trustee
shall mail a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject
to the Lien provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s and the Guarantors’ obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee. 
 SECTION 7.9 Successor Trustee by Merger, Etc. 

If the Trustee or any Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business
to, another corporation, the successor corporation without any further act shall be the successor Trustee or any Agent, as applicable. 
 SECTION 7.10 Eligibility; Disqualification. 
 There shall at all times be a
Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and that is subject to supervision or
examination by federal or state authorities. The Trustee together with its affiliates shall at all times have a combined capital surplus of at least $50.0 million as set forth in its most recent annual report of condition. 

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(l), (2) and (5). The
Trustee is subject to TIA § 310(b) including the provision in § 310(b)(1); provided that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or
conflicts of interest or participation in other securities, of the Company or the Guarantors are outstanding if the requirements for exclusion set forth in TIA § 310(b)(1) are met. 

SECTION 7.11 Preferential Collection of Claims Against the 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. 
 SECTION 7.12
Trustee’s Application for Instructions from the Company. 
 Any application by the Trustee for written instructions
from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than twenty
Business Days after the date any officer of the Company actually receives such application, unless any such officer shall 

  
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 have consented in writing to any earlier date) unless prior to taking any such action (or the effective date
in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 
 ARTICLE VIII 
 DEFEASANCE; DISCHARGE OF THE INDENTURE 

SECTION 8.1 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may, at the option of its Board of Directors and evidenced by a Board Resolution set forth in an Officers’ Certificate,
at any time, elect to have either Section 8.2 or 8.3 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. 

SECTION 8.2 Legal Defeasance. 
 Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, The Company shall, subject to the satisfaction of the conditions set forth
in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this
purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of
Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to
receive payments in respect of the principal of, premium and Additional Interest, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.4(1); (b) the Company’s
obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including
without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Company’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (e) the
provisions of this Article VIII. Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof. 

SECTION 8.3 Covenant Defeasance. 
 Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Company shall, subject to the satisfaction of the conditions set forth in Section
8.4 hereof, be released from its obligations under the covenants contained in Sections 4.3, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 (but only with respect to
Subsidiaries), 4.16, 4.17, 4.18, 4.20 and 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the
Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act 

  
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 of Holders (and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.1 hereof of the option applicable
to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(4), (5), (6) and (7) hereof shall not constitute Events of Default.

 Notwithstanding any discharge or release of any obligations pursuant to Section 8.2 or 8.3, the
Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the
Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive. 
 SECTION 8.4 Conditions to Legal or Covenant Defeasance. 
 The following
shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes: 
 (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes issued hereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a
combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the
principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes issued hereunder on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date; 
 (2) in the case of Legal Defeasance, the
Company has delivered 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 will 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; 

  
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 (3) in the case of Covenant Defeasance, the Company has delivered 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 Event of Default has occurred and is continuing on the date of such deposit (other than an Event of Default
resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or, insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the
period ending on the 91st day after the date of deposit; 
 (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 Guarantor are a party or by which the Company or any Guarantor 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 or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and

 (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel (which may
be subject to certain qualifications), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Notwithstanding the foregoing, the requirements of clause (2) above with respect to a Legal Defeasance need not be complied with if all Notes not theretofore delivered to the Trustee for cancellation
(x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company. 
 SECTION 8.5 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions. 
 Subject to Section 8.6 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 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust,
shall not be invested, 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 or any Subsidiary 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, 

  
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 if any, but such money need not be segregated from other funds except to the extent required by law.

 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash
or non-callable Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 
 Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon the written request of the Company and be relieved of all liability with respect to any money or non-callable Government Securities held by it as provided in Section 8.4 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 8.4(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 8.6
Repayment to Company. 
 Subject to any applicable abandoned property laws, 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 one year after such principal and premium, if any, or
interest or Additional Interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid
to the Company. 
 SECTION 8.7 Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.2, 8.3 or 8.8 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 obligations of the Company under this Indenture and the Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.2, 8.3 or 8.8 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2, 8.3 or 8.8
hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be 

  
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subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

SECTION 8.8 Discharge. 
 The Company and the Guarantors may terminate the obligations under this Indenture and the Notes 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 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 by reason of the mailing of a notice of redemption or otherwise 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 of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest,
to pay and discharge the entire Indebtedness on the 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 Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit
(other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material
instrument to which the Company is a party or by which the Company is bound; 
 (3) the Company 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 the redemption date, as the case may be. 
 In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

 In the case of clause (1)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing
paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 

  
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 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7,
8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6
and 8.7 shall survive any discharge pursuant to Section 8.8. 
 After such delivery or irrevocable deposit,
the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations specified above. 

In connection with a discharge, in the event the Company becomes insolvent within the applicable preference period after the date of
deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Company, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to
disgorgement in favor of the Company’s estate. 
 ARTICLE IX 

AMENDMENT, SUPPLEMENT AND WAIVER 
 SECTION 9.1 Without Consent of Holders of the Notes. 
 Notwithstanding
Section 9.2, without the consent of any Holders, the Company, the Guarantors, if any, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture for any of the following
purposes: 
 (1) to cure any ambiguity, mistake, defect or inconsistency; 

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

(3) to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the
Company’s or such Guarantor’s obligations under this Indenture, the Notes or any Guarantee; 
 (4) to
make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under this Indenture of any such holder; 

(5) to secure the Notes; 
 (6) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939, as amended; 

(7) to add a Guarantee of the Notes; 

  
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 (8) to release a Guarantor upon its sale or designation as an Unrestricted
Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of this Indenture; 

(9) to conform the text of this Indenture, Notes or Guarantees to any provision of the “Description of Notes” in
the Offering Circular. 
 SECTION 9.2 With Consent of Holders of Notes. 

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Company, the
Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying
in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

 (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 such Notes (other than provisions relating to Sections 3.9, 4.10 and 4.14 except as set forth in clause (10) below); 
 (3) reduce the rate of or change the time for payment of interest on any Note; 
 (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, 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 Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); 

(5) make any Note payable in money other than that stated in such 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 or impair the right of any holder of Notes to institute suit for the enforcement of any payment on or with respect to such holder’s
Notes; 
 (7) waive a redemption payment with respect to any Note (other than a payment required by Sections
3.9, 4.10 and 4.14 except as set forth in clause (10) below); 
 (8) make any change in
the ranking or priority of any Note that would adversely affect the holders of such Notes; 
 (9) modify the
Guarantees in any manner adverse to the holders of the Notes; 

  
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 (10) amend, change or modify in any material respect the obligation of the
Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale
Offer has arisen; or 
 (11) make any change in the preceding amendment and waiver provisions. 

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the
Notes waive any past default under this Indenture and its consequences, except a default: 
 (1) in any payment
in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company), or 

(2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the
consent of the Holder of each outstanding Note affected. 
 SECTION 9.3 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with
the TIA as then in effect. 
 SECTION 9.4 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
and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on the Note. However, any such Holder or subsequent Holder may revoke the
consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. When an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter
binds every Holder. 
 The Company may, but shall not be obligated to, fix a record date for determining which Holders consent
to such amendment, supplement or waiver. If the Company fixes a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished for
the Trustee prior to such solicitation pursuant to Section 2.5 hereof or (ii) such other date as the Company shall designate. 
 SECTION 9.5 Notation on or Exchange of Notes. 
 The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.


  
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 Failure to make the appropriate notation or issue a new Note shall not affect the validity
and effect of such amendment, supplement or waiver. 
 SECTION 9.6 Trustee to Sign Amendments, Etc. 

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does
not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company and the Guarantors may not sign an amendment or supplemental indenture until their respective Boards of Directors approve it. In signing or refusing to
sign any amendment or supplemental indenture the Trustee shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amendment or supplemental indenture is authorized or permitted by this Indenture, that all conditions precedent thereto have been met or waived, that such amendment or supplemental indenture is not inconsistent herewith, and that
it will be valid and binding upon the Company in accordance with its terms. 
 ARTICLE X 

[RESERVED] 

ARTICLE XI 
 NOTE
GUARANTEES 
 SECTION 11.1 Guarantees. 
 (a) Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any, and interest and Additional Interest, if any, on the Notes shall be paid in full when due, whether at
Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest
on the overdue principal, if any, and interest on any overdue interest and Additional Interest, if any, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or
performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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. Each of the Guarantees shall be a guarantee of payment and not of collection. 

(b) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the 

  
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 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. 
 (c) Each Guarantor hereby waives the benefits of diligence, presentment,
demand for 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 or any other Person, protest, notice and all demands whatsoever and covenants that
the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in
the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of,
or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Company or any other Guarantor.
Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes,
to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been
due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. 
 (d) If any
Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by any of them
to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may
be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. 
 (e) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor.

 SECTION 11.2 Execution and Delivery of Guarantee. 

To evidence its Guarantee set forth in Section 11.1, each Guarantor agrees that a notation of such Guarantee substantially in the
form attached hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee. Such notation of Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not
available, by a board member or director) on behalf of such Guarantor by manual or facsimile 

  
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signature. In case the officer, board member or director of such Guarantor who shall have signed such notation of Guarantee shall cease to be such officer, board member or director before the
Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Guarantee had not ceased to be such
officer, board member or director. 
 Each Guarantor agrees that its Guarantee set forth in Section 11.1 shall
remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of any Guarantee set forth in this Indenture on behalf of the Guarantors. 
 SECTION 11.3 Severability.

 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 11.4 Limitation of
Guarantors’ Liability. 
 Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of
all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal
or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its
Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor 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 its Guarantee, result in the obligations of such Guarantor under its Guarantee constituting a fraudulent transfer or conveyance. 

SECTION 11.5 Guarantors May Consolidate, Etc., on Certain Terms. 

Except as otherwise provided in this Section 11.5, a Guarantor may not sell or otherwise dispose of all or substantially all
of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless: 
 (1) immediately after giving effect to such transactions, no Default or Event of Default exists; and 
 (2) the Net Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the provisions of 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 

  
 -101-









 
satisfactory in form to the Trustee, of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be
performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof. 

Except as set forth in Articles IV and V hereof, and notwithstanding clauses (1) and (2) above, nothing contained in this
Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor. 
 SECTION 11.6 Releases Following Sale of Assets. 

Any Guarantor shall be released and relieved of any obligations under this Guarantee, in the event that: 

(a) the sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or
any sale, disposition or other transfer of Capital Stock following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets of the applicable Guarantor if such sale, disposition or other transfer
is made in compliance with the provisions of this Indenture; 
 (b) the Company designates any Restricted
Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; 
 (c) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to Section 4.17 the release or discharge of the guarantee by such Restricted
Subsidiary of Indebtedness of the Company or any Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; 

(d) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Sections 8.2
or 8.3 or if its obligations under this Indenture are discharged in accordance with the terms of this Indenture; or 
 (e) such Guarantor is also a guarantor or borrower under the Credit Facilities as in effect on the Issue Date and, at the time of release of its Guarantee, (x) has been released from its guarantee
of, and all pledges and security, if any, granted in connection with the Credit Facilities, (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 4.9(b)(7), (9),
(10) or (15) and (z) does not guarantee any Indebtedness of the Company or any of the other Guarantors. 
 Upon delivery 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


  
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provisions of this Indenture, including without limitation Section 4.10, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Guarantee. 
 Any Guarantor not released from its obligations under this Guarantee shall remain
liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XI. 
 SECTION 11.7 Release of a Guarantor. 
 Any Guarantor that is designated by
the Board of Directors of the Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture shall, at such time, be deemed automatically and unconditionally released and discharged of its obligations under its Guarantee
without any further action on the part of the Trustee or any Holder. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of the Company’s request for such release accompanied by an Officers’ Certificate
certifying as to the compliance with this Section 11.7. Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in its Guarantee. 

SECTION 11.8 Benefits Acknowledged. 
 Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant to its Guarantee
are knowingly made in contemplation of such benefits. 
 SECTION 11.9 Future Guarantors. 

Each future Restricted Subsidiary shall become a Guarantor. Within ten (10) days of becoming a Restricted Subsidiary, such Subsidiary
shall execute and deliver to the Trustee a supplemental indenture making such Subsidiary a party to this Indenture. 
 ARTICLE
XII 
 MISCELLANEOUS 
 SECTION 12.1 Trust Indenture Act Controls. 
 If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control. 

SECTION 12.2 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 mailed by first class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others address: 

  
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 If to the Company: 

Burlington Coat Factory Warehouse Corporation 

1830 Route 130 
 Burlington, New Jersey 08016 
 Facsimile: (609) 239-9675

 Attention: Paul Tang 
 With a copy to: 
 Kirkland & Ellis LLP 

Citigroup Center 
 601 Lexington Avenue 
 New York, NY 10022 

Facsimile: 212-446-6460 
 Attention: Joshua N. Korff 
 If to the Trustee: 

Wilmington Trust FSB 
 Corporate Capital Markets 
 50 South Sixth Street, Suite 1290

 Minneapolis, MN 55402 
 Fax: (612) 217-5651 
 Attention: Burlington Coat Administrator

 The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or
communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent
by overnight air courier promising next Business Day delivery. 
 Any notice or communication to a Holder shall be mailed by
first class mail or by overnight air courier promising next Business Day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to
the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or communications
given to the Trustee, which shall be effective only upon actual receipt. 

  
 -104-









 If the Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time. 
 SECTION 12.3 No Personal Liability of Directors, Officers, Employees and
Stockholders. 
 No director, officer, employee, incorporator or stockholder of the Company, any of its Subsidiaries or any
of its direct or indirect parent corporations, as such, will have any liability for any obligations of the Company or any Guarantor under the Notes, this Indenture, the 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, and it is the view of the Commission that such waiver is against public policy. 
 SECTION
12.4 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 (other than the initial issuance of the Notes), the Company shall furnish to the Trustee upon request: 
 (a) an Officers’ Certificate (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if
any, provided for in this Indenture relating to the proposed action have been satisfied; and 
 (b) an
Opinion of Counsel (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

SECTION 12.5 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

  
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 (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied. 
 SECTION 12.6 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules
and set reasonable requirements for its functions. 
 SECTION 12.7 [Reserved]. 

SECTION 12.8 Governing Law. 
 THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES. The parties to this Indenture each hereby irrevocably submits to the
non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes, the Guarantees or this Indenture, and all such parties
hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 SECTION 12.9 No
Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 SECTION 12.10 Successors. 
 All agreements of the Company and the Guarantors
in this Indenture and the Notes and the Guarantees, as applicable, shall bind their respective successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and assigns. 

SECTION 12.11 Severability. 
 In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. 

  
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 SECTION 12.12 Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement. 
 SECTION 12.13 Table of Contents, Headings, Etc. 

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 SECTION 12.14 Acts of Holders. 
 (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 12.14. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where
such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the Holder list maintained under Section 2.5 hereunder. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the holder of every Note issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such
Note. 
 (e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give 

  
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such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be
computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date. 
 [Signatures on following page] 

  
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 SIGNATURES 

 

							
	Dated as of February 24, 2011	  	BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
			
		  	 By:
	  	 /s/ Robert LaPenta, Jr.

		  		  	 Name:
	  	Robert LaPenta, Jr.
		  		  	 Title:
	  	Vice President and Treasurer
		
		  	 EACH OF THE GUARANTORS LISTED ON ANNEX A HERETO,

as Guarantors

			
		  	 By:
	  	 /s/ Robert LaPenta, Jr.

		  		  	 Name:
	  	Robert LaPenta, Jr.
		  		  	 Title:
	  	Vice President and Treasurer








 
					
	 WILMINGTON TRUST FSB,

as Trustee

		
	 By:
	  	/s/ Jane Schweiger
		  	 Name:
	  	Jane Schweiger
		  	 Title:
	  	Vice President









 ANNEX A 

 

			
	 Guarantors
	  	Jurisdiction of Organization
	 Burlington Coat Factory of Alabama, LLC
	  	Alabama
		
	 Burlington Coat Factory Realty of Huntsville, LLC
	  	Alabama
		
	 Burlington Coat Factory Warehouse of Anchorage, Inc.
	  	Alaska
		
	 Burlington Coat Factory Realty of Mesa, Inc.
	  	Arizona
		
	 Burlington Coat Factory Realty of Desert Sky, Inc.
	  	Arizona
		
	 Burlington Coat Factory of Arizona, LLC
	  	Arizona
		
	 Burlington Coat Factory of Arkansas, LLC
	  	Arkansas
		
	 Burlington Coat Factory Realty of Dublin, Inc.
	  	California
		
	 Burlington Coat Factory Realty of Florin, Inc.
	  	California
		
	 Burlington Coat Factory Realty of Ventura, Inc.
	  	California
		
	 Baby Depot of California, LLC
	  	California
		
	 Burlington Coat Factory of California, LLC
	  	California
		
	 Burlington Coat Factory of San Bernardino, LLC
	  	California
		
	 MJM Designer Shoes of California, LLC
	  	California
		
	 Burlington Coat Factory of Colorado, LLC
	  	Colorado
		
	 Burlington Coat Realty of East Windsor, Inc.
	  	Connecticut
		
	 Burlington Coat Factory of Connecticut, LLC
	  	Connecticut
		
	 Cohoes Fashions of Connecticut, LLC
	  	Connecticut
		
	 Burlington Coat Factory of Texas, Inc.
	  	Delaware
		
	 C.F.I.C. Corporation
	  	Delaware
		
	 Burlington Coat Factory Realty Corp.
	  	Delaware
		
	 Burlington Coat Factory of Delaware, LLC
	  	Delaware
		
	 MJM Designer Shoes of Delaware, LLC
	  	Delaware
		
	 Burlington Coat Factory Investments Holdings, Inc.
	  	Delaware
		
	 Burlington Coat Factory of Texas, L.P.
	  	Delaware









			
	 Guarantors
	  	Jurisdiction of Organization
	 Burlington Coat Factory Realty of University Square, Inc.
	  	Florida
		
	 Burlington Coat Factory Realty of Coral Springs, Inc.
	  	Florida
		
	 Burlington Coat Factory Realty of West Colonial, Inc.
	  	Florida
		
	 Burlington Coat Factory Realty of Orlando, Inc.
	  	Florida
		
	 Burlington Coat Factory Realty of Sarasota, Inc.
	  	Florida
		
	 K&T Acquisition Corp.
	  	Florida
		
	 Burlington Coat Factory of Florida, LLC
	  	Florida
		
	 MJM Designer Shoes of Florida, LLC
	  	Florida
		
	 Bee Ridge Plaza, LLC
	  	Florida
		
	 Burlington Coat Factory Warehouse of Atlanta, Inc.
	  	Georgia
		
	 Burlington Coat Factory Realty of Morrow, Inc.
	  	Georgia
		
	 Burlington Coat Factory of Georgia, LLC
	  	Georgia
		
	 Burlington Coat Factory of Hawaii, LLC
	  	Hawaii
		
	 Burlington Coat Factory of Idaho, LLC
	  	Idaho
		
	 Burlington Coat Factory Warehouse of East St. Louis, Inc.
	  	Illinois
		
	 Burlington Coat Realty of Gurnee, Inc.
	  	Illinois
		
	 Burlington Coat Factory Realty of Bloomingdale, Inc.
	  	Illinois
		
	 Burlington Coat Factory Realty of River Oaks, Inc.
	  	Illinois
		
	 Burlington Coat Factory of Illinois, LLC
	  	Illinois
		
	 Burlington Coat Factory Realty of Greenwood, Inc.
	  	Indiana
		
	 Burlington Coat Factory of Indiana, LLC
	  	Indiana
		
	 Burlington Coat Factory of Iowa, LLC
	  	Iowa
		
	 Burlington Coat Factory of Kansas, LLC
	  	Kansas
		
	 Burlington Coat Factory of Kentucky, Inc.
	  	Kentucky
		
	 Burlington Coat Factory of Louisiana, LLC
	  	Louisiana
		
	 Burlington Coat Factory of Maine, LLC
	  	Maine









			
	 Guarantors
	  	Jurisdiction of Organization
	 Burlington Coat Factory of Maryland, LLC
	  	Maryland
		
	 Burlington Coat Factory Realty of North Attleboro, Inc.
	  	Massachusetts
		
	 Burlington Coat Factory of Massachusetts, LLC
	  	Massachusetts
		
	 Cohoes Fashions of Massachusetts, LLC
	  	Massachusetts
		
	 Burlington Coat Factory Warehouse of Detroit, Inc.
	  	Michigan
		
	 Burlington Coat Factory Warehouse of Grand Rapids, Inc.
	  	Michigan
		
	 Burlington Coat Factory Warehouse of Redford, Inc.
	  	Michigan
		
	 Burlington Coat Factory of Michigan, LLC
	  	Michigan
		
	 Burlington Coat Factory of Minnesota, LLC
	  	Minnesota
		
	 Burlington Coat Factory of Mississippi, LLC
	  	Mississippi
		
	 Burlington Coat Factory Realty of Des Peres, Inc.
	  	Missouri
		
	 Burlington Coat Factory of Missouri, LLC
	  	Missouri
		
	 Burlington Coat Factory of Montana, LLC
	  	Montana
		
	 Burlington Coat Factory of Nebraska, LLC
	  	Nebraska
		
	 Burlington Coat Realty of Las Vegas, Inc.
	  	Nevada
		
	 Burlington Coat Factory of Nevada, LLC
	  	Nevada
		
	 Burlington Coat Factory of New Hampshire, LLC
	  	New
Hampshire
		
	 Burlington Coat Factory Direct Corporation
	  	New Jersey
		
	 Burlington Coat Factory Warehouse of Edgewater Park, Inc.
	  	New Jersey
		
	 Burlington Coat Factory Warehouse of New Jersey, Inc.
	  	New Jersey
		
	 MJM Designer Shoes of Moorestown, Inc.
	  	New Jersey
		
	 Super Baby Depot of Moorestown, Inc.
	  	New Jersey
		
	 Burlington Coat Factory Realty of Edgewater Park, Inc.
	  	New Jersey
		
	 Burlington Coat Factory Realty of Paramus, Inc.
	  	New Jersey
		
	 Burlington Coat Factory Realty of Pinebrook, Inc.
	  	New Jersey
		
	 Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp.
	  	New Jersey









			
	 Guarantors
	  	Jurisdiction of Organization
	 Burlington Coat Factory of New Jersey, LLC
	  	New Jersey
		
	 Cohoes Fashions of New Jersey, LLC
	  	New Jersey
		
	 MJM Designer Shoes of New Jersey, LLC
	  	New Jersey
		
	 Burlington Coat Factory of New Mexico, LLC
	  	New Mexico
		
	 LC Acquisition Corp.
	  	New York
		
	 Georgetown Fashions Inc.
	  	New York
		
	 Monroe G. Milstein, Inc.
	  	New York
		
	 Burlington Coat Factory Realty of Yonkers, Inc.
	  	New York
		
	 Burlington Coat Factory of New York, LLC
	  	New York
		
	 Cohoes Fashions of New York, LLC
	  	New York
		
	 MJM Designer Shoes of New York, LLC
	  	New York
		
	 Burlington Coat Factory of North Carolina, LLC
	  	North Carolina
		
	 Burlington Coat Factory of North Dakota, LLC
	  	North Dakota
		
	 Burlington Coat Factory Warehouse of Cleveland, Inc.
	  	Ohio
		
	 Burlington Coat Factory of Ohio, LLC
	  	Ohio
		
	 Burlington Coat Factory Realty of Tulsa, Inc.
	  	Oklahoma
		
	 Burlington Coat Factory of Oklahoma, LLC
	  	Oklahoma
		
	 Burlington Coat Factory of Oregon, LLC
	  	Oregon
		
	 Burlington Coat Factory Warehouse Inc.
	  	Pennsylvania
		
	 Burlington Coat Factory Warehouse of Cheltenham, Inc.
	  	Pennsylvania
		
	 Burlington Coat Factory Warehouse of Langhorne, Inc.
	  	Pennsylvania
		
	 Burlington Coat Factory Warehouse of Montgomeryville, Inc.
	  	Pennsylvania
		
	 Burlington Coat Factory Realty of West Mifflin, Inc.
	  	Pennsylvania
		
	 Burlington Coat Factory Realty of Langhorne, Inc.
	  	Pennsylvania
		
	 Burlington Coat Factory Realty of Whitehall, Inc.
	  	Pennsylvania
		
	 Burlington Factory Warehouse of Reading, Inc.
	  	Pennsylvania









			
	 Guarantors
	  	Jurisdiction of Organization
	 Burlington Coat Factory Warehouse of Bristol, LLC
	  	Pennsylvania
		
	 Burlington Coat Factory of Pennsylvania, LLC
	  	Pennsylvania
		
	 MJM Designer Shoes of Pennsylvania, LLC
	  	Pennsylvania
		
	 Burlington Coat Factory of Puerto Rico, LLC
	  	Puerto Rico
		
	 Cohoes Fashions of Cranston, Inc.
	  	Rhode Island
		
	 Burlington Coat Factory of Rhode Island, LLC
	  	Rhode Island
		
	 Burlington Coat Factory Warehouse of Charleston, Inc.
	  	South Carolina
		
	 Burlington Coat Factory of South Carolina, LLC
	  	South Carolina
		
	 Burlington Coat Factory of South Dakota, LLC
	  	South Dakota
		
	 Burlington Coat Factory Warehouse of Hickory Commons, Inc.
	  	Tennessee
		
	 Burlington Coat Factory Warehouse of Memphis, Inc.
	  	Tennessee
		
	 Burlington Coat Factory Warehouse of Shelby, Inc.
	  	Tennessee
		
	 Burlington Coat Factory Realty of Memphis, Inc.
	  	Tennessee
		
	 Burlington Coat Realty of Plano, Inc.
	  	Texas
		
	 Burlington Coat Factory Warehouse of Baytown, Inc.
	  	Texas
		
	 M J M Designer Shoes of Texas, Inc.
	  	Texas
		
	 Burlington Coat Realty of Houston, Inc.
	  	Texas
		
	 Burlington Coat Factory Realty of Westmoreland, Inc.
	  	Texas
		
	 Burlington Coat Factory Realty of Bellaire, Inc.
	  	Texas
		
	 Burlington Coat Factory Realty of El Paso, Inc.
	  	Texas
		
	 Burlington Coat Factory of Utah, LLC
	  	Utah
		
	 Burlington Coat Factory of Vermont, LLC
	  	Vermont
		
	 BCF Cards, Inc.
	  	Virginia
		
	 Burlington Coat Factory Warehouse of Coliseum, Inc.
	  	Virginia
		
	 Burlington Coat Realty of Potomac, Inc.
	  	Virginia
		
	 Burlington Coat Factory Realty of Fairfax, Inc.
	  	Virginia









			
	 Guarantors
	  	Jurisdiction of Organization
	 Burlington Coat Factory Realty of Coliseum, Inc.
	  	Virginia
		
	 Burlington Coat Factory of Virginia, LLC
	  	Virginia
		
	 Burlington Coat Factory of Pocono Crossing, LLC
	  	Virginia
		
	 Burlington Coat Factory Realty of Franklin, Inc.
	  	Washington
		
	 Burlington Coat Factory of Washington, LLC
	  	Washington
		
	 Burlington Coat Factory of West Virginia, LLC
	  	West Virginia
		
	 Burlington Coat Factory of Wisconsin, LLC
	  	Wisconsin








 EXHIBIT A 
 FORM OF NOTE 
 (Face of 10.000% Senior Note) 

10.000% Senior Notes due 2019 
 [Global Note Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. 

  
 A-1









 [Restricted Notes Legend] 
 THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 

[Regulation S Temporary Global Note legend] 
 THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY GLOBAL
NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW. 
 NO BENEFICIAL
OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE. 

  
 A-2










			
	 No.
	  	CUSIP NO.        

 Burlington Coat Factory Warehouse Corporation 
 promises to pay to Cede & Co. or
registered assigns, the principal sum of              ($) on February 15, 2019. 
 Interest Payment Dates: February 15 and August 15, beginning August 15, 2011 
 Record Dates: February 1 and August 1 
 Reference is made to further
provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture
referred to on the reverse hereof or be valid or obligatory for any purpose. 

  
 A-3









 
			
	BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


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

 

			
	WILMINGTON TRUST FSB, as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 A-4









 (Back of 10.000% Senior Note) 

10.000% Senior Notes due 2019 
 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

(1) Interest. Burlington Coat Factory Warehouse Corporation, a Delaware corporation (“Burlington” or the
“Company”) promises to pay interest on the principal amount of this 10.000% Senior Note due 2019 (a “10.000% Senior Note”) at a fixed rate. Burlington will pay interest in United States dollars (except as otherwise provided
herein) semiannually in arrears on February 15 and August 15, commencing on August 15, 2011 or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the
10.000% Senior Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from February 24, 2011; provided that if there is no existing Default or Event of Default in the payment of
interest, and if this 10.000% Senior Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after February 24, 2011), interest shall accrue from such next succeeding
Interest Payment Date, except in the case of the original issuance of 10.000% Senior Notes, in which case interest shall accrue from the date of authentication. Burlington shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the 10.000% Senior Notes to the extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day
months. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. 

(2) Method of Payment. Burlington will pay interest on the 10.000% Senior Notes (except defaulted interest) on the applicable
Interest Payment Date to the Persons who are registered Holders of 10.000% Senior Notes at the close of business on the February 1 and August 1 preceding the Interest Payment Date, even if such 10.000% Senior Notes are cancelled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The 10.000% Senior Notes shall be payable as to principal, premium and interest at the office or
agency of Burlington maintained for such purpose within or without the City and State of New York, or, at the option of Burlington, payment of interest 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 shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other 10.000% Senior Notes the Holders of which shall
have provided written wire transfer instructions to Burlington and the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

 Any payments of principal of this 10.000% Senior Note prior to Stated Maturity shall be binding upon all future Holders of
this Note and of any Note issued upon the registration of 

  
 A-5









 transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and
payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes. 

(3) Paying Agent and Registrar. Initially, Wilmington Trust FSB, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. Burlington may change any Paying Agent or Registrar without notice to any Holder. Burlington or any of its Subsidiaries may act in any such capacity. 
 (4) Indenture. Burlington issued the 10.000% Senior Notes under an Indenture, dated as of February 24, 2011 (the “Indenture”), among Burlington Coat Factory Warehouse Corporation and
the Trustee. The terms of the 10.000% Senior Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the
“TIA”). To the extent the provisions of this 10.000% Senior Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The 10.000% Senior Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. The 10.000% Senior Notes issued on the Issue Date are senior obligations of Burlington limited to $450,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and
interest on outstanding 10.000% Senior Notes as set forth in Paragraph 2 hereof. The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions. 

The payment of principal and interest on the 10.000% Senior Notes is unconditionally guaranteed on a senior basis by the Guarantors.

 (5) Optional Redemption. 
 (a) The Notes may be redeemed in whole or in part, at any time prior to February 15, 2015, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the
applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). 
 (b) The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after February 15, 2015, upon not less than 30 nor more than 60 days’ notice at
the following Redemption Prices (expressed as a percentage of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the redemption date (subject to the right of
Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning February 15 of the years indicated:


  
 A-6










					
	 Year
	  	Redemption
Price	 
	 2015
	  	 	105.000	% 
	 2016
	  	 	102.500	% 
	 2017 and thereafter
	  	 	100.000	% 

 (c) In addition to the
optional redemption of the Notes in accordance with the provisions of the preceding paragraph, prior to February 15, 2014, the Company may, with the net cash proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal
amount of the outstanding Notes at a Redemption Price of 110.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, thereon, if any, to the date of redemption (provided that if the Equity Offering is an
offering by Holdings or any of its direct or indirect parent corporations, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company); provided,
however, that at least 65% of the principal amount of Notes originally issued under the Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation Notes held by Holdings and its
Subsidiaries) and that any such redemption occurs within 90 days following the date of the closing of such Equity Offering. 
 (6) Mandatory Redemption. Burlington shall not be required to make mandatory redemption or sinking fund payments with respect to the 10.000% Senior Notes. 

(7) Repurchase at Option of Holder. 
 (a) Upon the occurrence of a Change of Control, each Holder will have the right to require Burlington to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of
such Holder’s 10.000% Senior Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the
date of purchase. Within 30 days following any Change of Control, Burlington will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of
Control Offer required by the Indenture. 
 (b) Upon the occurrence of certain Asset Sales, the Company may be required to offer
to purchase Notes. 
 (c) Holders of the 10.000% Senior Notes that are the subject of an offer to purchase will receive notice
of an Offer to Purchase pursuant to an Asset Sale or a Change of Control from Burlington prior to any related purchase date and may elect to have such 10.000% Senior Notes purchased by completing the form titled “Option of Holder to Elect
Purchase” appearing below. 
 (8) Notice of Redemption. Notice of redemption shall be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose 10.000% Senior Notes are to be redeemed at its registered address. 10.000% Senior Notes in denominations larger than $2,000 may be redeemed in part but only in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof, unless all of the 10.000% Senior Notes held by a Holder 

  
 A-7









 are to be redeemed. On and after the redemption date, interest ceases to accrue on the 10.000% Senior Notes
or portions hereof called for redemption. 
 (9) [Reserved] 

(10) Denominations, Transfer, Exchange. The 10.000% Senior Notes are in registered form without coupons in initial denominations
of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of the 10.000% Senior Notes may be registered and the 10.000% Senior 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 Burlington may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Burlington need not exchange or register the transfer of any
10.000% Senior Note or portion of a 10.000% Senior Note selected for redemption, except for the unredeemed portion of any 10.000% Senior Note being redeemed in part. Also, it need not exchange or register the transfer of any 10.000% Senior Notes for
a period of 15 days before a selection of 10.000% Senior Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 
 (11) Persons Deemed Owners. The registered holder of a 10.000% Senior Note may be treated as its owner for all purposes. 
 (12) Amendment, Supplement and Waiver. Subject to the following paragraphs, the Indenture and the 10.000% Senior Notes may be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding 10.000% Senior Notes, including, without limitation, consents obtained in connection with a purchase of or, tender offer or exchange offer for 10.000% Senior Notes, and any existing
Default or Event of Default or compliance with any provision of the Indenture or the 10.000% Senior Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding 10.000% Senior Notes,
including consents obtained in connection with a tender offer or exchange offer for 10.000% Senior Notes. 
 Notwithstanding
Section 9.2 of the Indenture, without the consent of any Holders, Burlington, the Guarantors, if any, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture for any of the
following purposes: 
 (1) to cure any ambiguity, mistake, defect or inconsistency; 

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

(3) to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the
Company’s or such Guarantor’s obligations under this Indenture, the Notes or any Guarantee; 
 (4) to
make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under this Indenture of any such holder; 

  
 A-8









 (5) to secure the Notes; 

(6) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under
the Trust Indenture Act of 1939, as amended; 
 (7) to add a Guarantee of the Notes; 

(8) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its
Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of this Indenture; 
 (9) to conform the text of this Indenture, Notes or Guarantees to any provision of the “Description of Notes” in the Offering Circular. 

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Company, the
Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying
in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

 (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 such Notes (other than provisions relating to Sections 3.9, 4.10 and 4.14 except as set forth in clause (10) below); 
 (3) reduce the rate of or change the time for payment of interest on any Note; 
 (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration of such Notes by the
holders of at least a majority in aggregate principal amount of such Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); 

(5) make any Note payable in money other than that stated in such 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 or impair the right of any holder of Notes to institute suit for the enforcement of any payment on or with respect to such holder’s
Notes; 

  
 A-9









 (7) waive a redemption payment with respect to any Note (other than a
payment required by Sections 3.9, 4.10 and 4.14 except as set forth in clause (10) below); 
 (8) make any change in the ranking or priority of any Note that would adversely affect the holders of such Notes; 
 (9) modify the Guarantees in any manner adverse to the holders of the Notes; 
 (10) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and
consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or 
 (11) make any change in the preceding amendment and waiver provisions. 
 The
Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default: 

(1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which
is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company), or 

(2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the
consent of the Holder of each outstanding Note affected. 
 (13) Defaults and Remedies. Events of Default include:

 (1) the Company defaults in payment when due and payable, upon redemption, acceleration or otherwise, of
principal of, or premium, if any, on the Notes; 
 (2) the Company defaults in the payment when due of interest
or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days; 
 (3) the Company defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, this Indenture (other than a default in the performance or breach of a covenant,
warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 60 days after notice from the Trustee or the Holders of at least 25%in aggregate principal amount
of the outstanding Notes; 
 (4) a default under any mortgage, indenture or instrument under which there is
issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by 

  
 A-10









 the Company or any Restricted Subsidiary (other than Indebtedness owed to the Company or a Restricted
Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to
any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness
to become due prior to its stated maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving
effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million (or its foreign currency equivalent) or more at any one time outstanding; 

(5) the failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million
(other than any judgments covered by indemnities or insurance policies issued by reputable and creditworthy companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after the applicable judgment
becomes final; 
 (6) the Guarantee of a Significant Subsidiary that is a Guarantor or any group of Subsidiaries
that are Guarantors and that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof)
or any Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee(s), other than by reason of the release of the Guarantee(s) in accordance with the terms of this Indenture, and such Default continues for 30 days; and

 (7)(i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 
 (a) commences a voluntary case, 
 (b) consents to the entry of an
order for relief against it in an involuntary case, 
 (c) consents to the appointment of a custodian of it or
for all or substantially all of its property, 
 (d) makes a general assignment for the benefit of its creditors,
or 
 (e) generally is not paying its debts as they become due; 

  
 A-11









 (ii) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 
 (a) is for relief against the Company or any Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case; 
 (b) appoints a custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries 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; or 
 (c) orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days. 
 If an Event of Default (other than
an Event of Default specified in clause (7) above with respect to the Company) shall occur and be continuing, then and in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes may
declare the principal of the Notes and any accrued interest on the Notes to be due and payable by a notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is an Acceleration Notice, and the same shall
immediately become due and payable. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable. After such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of
accelerated principal of or interest on such Notes, have been cured or waived as provided in the Indenture. 
 In the event of
any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the
Trustee or the holders of the Notes, if within 30 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of
Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has
been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. 

If an Event of Default specified in clause (7) above with respect to the Company occurs and is continuing, then all unpaid principal
of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the
Trustee or any holder of the Notes. 

  
 A-12









 (14) Trustee Dealings with Burlington. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for Burlington, the Guarantors or their respective Affiliates, and may otherwise deal with Burlington, the Guarantors or their respective Affiliates, as if it were not the
Trustee. 
 (15) No Recourse Against Others. No director, officer, employee, stockholder, general or limited partner or
incorporator, past, present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the Notes, any Guarantee or the Indenture by reason of his, her
or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. 
 (16)
Authentication. This 10.000% Senior Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
 (17) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 (18) 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 10.000% Senior
Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the 10.000% Senior Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed thereon. 
 Burlington shall furnish to
any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 

Burlington Coat Factory Warehouse Corporation 

1830 Route 130 
 Burlington, New Jersey 08016 
 Facsimile: (609) 239-9675

 Attention: Paul Tang 

  
 A-13









 ASSIGNMENT FORM 
 To assign this 10.000% Senior Note, fill in the form below: (I) or (we) assign and transfer this 10.000% Senior Note to 

 
  
  

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

 
  

 
  

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

 
 to transfer this 10.000% Senior Note on the
books of Burlington. The agent may substitute another to act for him. 
 Date:
                     
  

			
	 Your Signature:
	 	  

		 	(Sign exactly as your name appears on the face of this 10.000% Senior Note)


 Signature guarantee: 

  
 A-14









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this 10.000% Senior Note purchased by Burlington pursuant to Section 4.10 or 4.14 of the Indenture,
check the box below: 
 [    ]
Section 4.10                         [    ] Section 4.14 

If you want to elect to have only part of the 10.000% Senior Note purchased by Burlington pursuant to Section 4.10 or
Section 4.14 of the Indenture, state the amount you elect to have purchased: $ 
  

							
	Date:                     	 		 	Your Signature:	 	  

		 		 		 	(Sign exactly as your name appears on the 10.000% Senior Note)

 Tax Identification No.: 
 Signature guarantee: 

 

  
 A-15









 CERTIFICATE TO BE DELIVERED UPON 

EXCHANGE OF TRANSFER RESTRICTED NOTES 
 Burlington Coat Factory Warehouse Corporation 
 1830 Route 130 

Burlington, New Jersey 08016 
 Fax:
(609) 239-9675 
 Attention: Paul Tang 
 Wilmington Trust FSB 
 50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Fax: (612) 217-5651

 Attention: Jane Y. Schweiger 
 Re: CUSIP # 
 Reference is hereby made to that certain Indenture dated February 24, 2011 (the
“Indenture”) among Burlington Coat Factory Warehouse Corporation and Wilmington Trust FSB, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the
Indenture. 
 This certificate relates to $             principal amount of
Notes held in (check applicable space)              book-entry or              definitive form by the undersigned.

 The undersigned
                         (transferor) (check one box below): 

 

	 ̈	hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered
form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; 


 

	 ̈	hereby requests the Trustee to exchange a Note or Notes to
                     (transferee). 

 In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(k) under the Securities Act of 1933, as
amended, the undersigned confirms that such Notes are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW: 

 

	 (1) 
	 ̈	 to Burlington or any of its subsidiaries; or 



 

	 (2) 
	 ̈	 inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933,
as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is 



  
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given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or



  

	 (3) 
	 ̈	 outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as
amended, in compliance with Rule 904 thereunder. 



  
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 Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this
certificate in the name of any person other than the registered holder thereof. 
  

	
	  

	Signature


  

			
	Signature Guarantee:	  	  

		  	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)


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

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

 

					
		 		 	[Name of Transferee]
			
	 	 		 	  

	Dated:                     	 		 	NOTICE: To be executed by an executive officer


  
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 SCHEDULE OF EXCHANGES OF 10.000% Senior Notes 

The following exchanges of a part of this Global Note for other 10.000% Senior Notes 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
[    ]% Senior
Note Custodian	 
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			


  
 A-19









 EXHIBIT B 
 FORM OF NOTATIONAL GUARANTEE 
 The Guarantor listed below (hereinafter referred to
as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation (the “Company”), the Guarantors
party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors), has guaranteed the Notes and the obligations of the Company under the Indenture, which include
(i) the due and punctual payment of the principal of, premium, if any, and interest on the 10.000% Senior Notes due 2019 (the “Notes”) of the Company, whether at stated maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, 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 set forth in Article XI of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any 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, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees)
incurred by the Trustee or any Holder in enforcing any rights under this Guarantee or the Indenture. 
 The obligations of each
Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. 

No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability
under this Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. 
 This is
a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until
released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and not of collectibility. 

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Guarantee shall be limited to the extent necessary to insure that
it does not constitute a fraudulent conveyance under applicable law. 

  
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 THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. 

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

Dated as of                      

 
  

			
	 [Guarantor]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



  
 B-2









 EXHIBIT C 
 [FORM OF CERTIFICATE TO BE DELIVERED 
 IN CONNECTION WITH TRANSFERS PURSUANT TO RULE
144A] 
 Burlington Coat Factory Warehouse Corporation 
 1830 Route 130 
 Burlington, New Jersey 08016 

Fax: (609) 239-9675 
 Attention: Paul Tang

 Wilmington Trust FSB 
 50 South
Sixth Street, Suite 1290 
 Minneapolis, MN 55402 
 Fax: (612) 217-5651 
 Attention: Jane Y. Schweiger 

Re: Burlington Coat Factory Warehouse Corporation  

      10.000% Senior Notes due 2019 (the “Notes”) 

Ladies and Gentlemen: 
 In
connection with our proposed sale of $             aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in
accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we
reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer”
within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. 

You and Burlington 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. 
  

			
		 	Very truly yours,
		
	 	 	 
		 	[Name of Transferor]
		
	 By:
	 	 
		 	Authorized Signature



  
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 EXHIBIT D 
 [FORM OF CERTIFICATE TO BE DELIVERED 
 IN CONNECTION WITH TRANSFERS 

PURSUANT TO REGULATION S] 

Burlington Coat Factory Warehouse Corporation 

1830 Route 130 
 Burlington, New Jersey 08016

 Fax: (609) 239-9675 
 Attention:
Paul Tang 
 Wilmington Trust FSB 
 50
South Sixth Street, Suite 1290 
 Minneapolis, MN 55402 
 Fax: (612) 217-5651 
 Attention: Jane Y. Schweiger 

Re: Burlington Coat Factory Warehouse Corporation  

      10.000% Senior Notes due 2019 (the “Notes”) 

Ladies and Gentlemen: 
 In
connection with our proposed sale of $             aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 
 (1) the offer of the Notes was not made to a person in the United States; 
 (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the
United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in
the United States; 
 (3) no directed selling efforts have been made in the United States in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and 
 (4) the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. 

  
 D-1









 In addition, if the sale is made during a restricted period and the provisions of
Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be. 

  
 D-2









 Burlington and you 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. Terms used in this certificate have the meanings set forth in Regulation S.

  

			
		 	Very truly yours,
		
	 	 	 
		 	[Name of Transferor]
		
	By:	 	 
		 	Authorized Signature



  
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