EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
  

 
 MERCER INTERNATIONAL INC.

 7.000% SENIOR NOTES DUE 2019 
  

 
 INDENTURE 

Dated as of November 26, 2014 
  

 
 Wells Fargo
Bank, National Association 
 Trustee 
  

 
  

 







 CROSS-REFERENCE TABLE* 
  

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

 N.A. means not applicable. 

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









 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	ARTICLE 1	  
	 DEFINITIONS AND INCORPORATION

BY REFERENCE
	   
   

			
	 Section 1.01
	 	 Definitions
	  	 	1	  
	 Section 1.02
	 	 Other Definitions
	  	 	22	  
	 Section 1.03
	 	 Incorporation by Reference of Trust Indenture Act
	  	 	23	  
	 Section 1.04
	 	 Rules of Construction
	  	 	23	  
	
	 ARTICLE 2

THE NOTES
	   
   

			
	 Section 2.01
	 	 Form and Dating
	  	 	23	  
	 Section 2.02
	 	 Execution and Authentication
	  	 	24	  
	 Section 2.03
	 	 Registrar and Paying Agent
	  	 	24	  
	 Section 2.04
	 	 Paying Agent to Hold Money in Trust
	  	 	25	  
	 Section 2.05
	 	 Holder Lists
	  	 	25	  
	 Section 2.06
	 	 Transfer and Exchange
	  	 	25	  
	 Section 2.07
	 	 Replacement Notes
	  	 	37	  
	 Section 2.08
	 	 Outstanding Notes
	  	 	37	  
	 Section 2.09
	 	 Treasury Notes
	  	 	37	  
	 Section 2.10
	 	 Temporary Notes
	  	 	38	  
	 Section 2.11
	 	 Cancellation
	  	 	38	  
	 Section 2.12
	 	 Defaulted Interest
	  	 	38	  
	
	 ARTICLE 3

REDEMPTION AND PREPAYMENT
	   
   

			
	 Section 3.01
	 	 Notices to Trustee
	  	 	38	  
	 Section 3.02
	 	 Selection of Notes to Be Redeemed or Purchased
	  	 	39	  
	 Section 3.03
	 	 Notice of Redemption
	  	 	39	  
	 Section 3.04
	 	 Effect of Notice of Redemption
	  	 	40	  
	 Section 3.05
	 	 Deposit of Redemption or Purchase Price
	  	 	40	  
	 Section 3.06
	 	 Notes Redeemed or Purchased in Part
	  	 	41	  
	 Section 3.07
	 	 Optional Redemption
	  	 	41	  
	 Section 3.08
	 	 Mandatory Redemption; No Sinking Fund
	  	 	41	  
	 Section 3.09
	 	 Offer to Purchase by Application of Excess Proceeds
	  	 	42	  
	
	 ARTICLE 4

COVENANTS
	   
   

			
	 Section 4.01
	 	 Payment of Notes
	  	 	43	  
	 Section 4.02
	 	 Maintenance of Office or Agency
	  	 	44	  
	 Section 4.03
	 	 Reports
	  	 	44	  
	 Section 4.04
	 	 Compliance Certificate
	  	 	45	  
	 Section 4.05
	 	 Taxes
	  	 	46	  
	 Section 4.06
	 	 Stay, Extension and Usury Laws
	  	 	46	  
	 Section 4.07
	 	 Restricted Payments
	  	 	46	  
	 Section 4.08
	 	 Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	 	50	  
	 Section 4.09
	 	 Incurrence of Indebtedness and Issuance of Preferred Stock
	  	 	51	  
	 Section 4.10
	 	 Asset Sales
	  	 	55	  


  
 i 









							
	 Section 4.11
	 	 Transactions with Affiliates
	  	 	57	  
	 Section 4.12
	 	 Liens
	  	 	58	  
	 Section 4.13
	 	 Business Activities
	  	 	58	  
	 Section 4.14
	 	 Corporate Existence
	  	 	58	  
	 Section 4.15
	 	 Offer to Repurchase Upon Change of Control
	  	 	59	  
	 Section 4.16
	 	 Payments for Consent
	  	 	60	  
	 Section 4.17
	 	 Limitation on Issuances of Guarantees of Indebtedness
	  	 	61	  
	 Section 4.18
	 	 Note Guarantees
	  	 	61	  
	 Section 4.19
	 	 Designation of Restricted and Unrestricted Subsidiaries
	  	 	61	  
	 Section 4.20
	 	 Change in Covenants When Notes Rated Investment Grade
	  	 	62	  
	
	ARTICLE 5	  
	SUCCESSORS	  
			
	 Section 5.01
	 	 Merger, Consolidation, or Sale of Assets
	  	 	62	  
	 Section 5.02
	 	 Successor Corporation Substituted
	  	 	63	  
	
	ARTICLE 6	  
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01
	 	 Events of Default
	  	 	64	  
	 Section 6.02
	 	 Acceleration
	  	 	65	  
	 Section 6.03
	 	 Other Remedies
	  	 	66	  
	 Section 6.04
	 	 Waiver of Past Defaults
	  	 	66	  
	 Section 6.05
	 	 Control by Majority
	  	 	66	  
	 Section 6.06
	 	 Limitation on Suits
	  	 	66	  
	 Section 6.07
	 	 Rights of Holders of Notes to Receive Payment
	  	 	67	  
	 Section 6.08
	 	 Collection Suit by Trustee
	  	 	67	  
	 Section 6.09
	 	 Trustee May File Proofs of Claim
	  	 	67	  
	 Section 6.10
	 	 Priorities
	  	 	68	  
	 Section 6.11
	 	 Undertaking for Costs
	  	 	68	  
	
	ARTICLE 7	  
	TRUSTEE	  
			
	 Section 7.01
	 	 Duties of Trustee
	  	 	68	  
	 Section 7.02
	 	 Rights of Trustee
	  	 	69	  
	 Section 7.03
	 	 Individual Rights of Trustee
	  	 	70	  
	 Section 7.04
	 	 Trustee’s Disclaimer
	  	 	70	  
	 Section 7.05
	 	 Notice of Defaults
	  	 	70	  
	 Section 7.06
	 	 Reports by Trustee to Holders of the Notes
	  	 	71	  
	 Section 7.07
	 	 Compensation and Indemnity
	  	 	71	  
	 Section 7.08
	 	 Replacement of Trustee
	  	 	72	  
	 Section 7.09
	 	 Successor Trustee by Merger, etc.
	  	 	73	  
	 Section 7.10
	 	 Eligibility; Disqualification
	  	 	73	  
	 Section 7.11
	 	 Preferential Collection of Claims Against Company
	  	 	73	  
	
	ARTICLE 8	  
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 8.01
	 	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	73	  
	 Section 8.02
	 	 Legal Defeasance and Discharge
	  	 	73	  
	 Section 8.03
	 	 Covenant Defeasance
	  	 	74	  
	 Section 8.04
	 	 Conditions to Legal or Covenant Defeasance
	  	 	74	  


  
 ii 









							
	 Section 8.05
	 	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	 	75	  
	 Section 8.06
	 	 Repayment to Company
	  	 	76	  
	 Section 8.07
	 	 Reinstatement
	  	 	76	  
	
	ARTICLE 9	  
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	 Section 9.01
	 	 Without Consent of Holders of Notes
	  	 	76	  
	 Section 9.02
	 	 With Consent of Holders of Notes
	  	 	77	  
	 Section 9.03
	 	 Compliance with Trust Indenture Act
	  	 	79	  
	 Section 9.04
	 	 Revocation and Effect of Consents
	  	 	79	  
	 Section 9.05
	 	 Notation on or Exchange of Notes
	  	 	79	  
	 Section 9.06
	 	 Trustee to Sign Amendments, etc.
	  	 	79	  
	
	ARTICLE 10	  
	NOTE GUARANTEES	  
			
	 Section 10.01
	 	 Guarantee
	  	 	80	  
	 Section 10.02
	 	 Limitation on Guarantor Liability
	  	 	81	  
	 Section 10.03
	 	 Execution and Delivery of Note Guarantee
	  	 	81	  
	 Section 10.04
	 	 Guarantors May Consolidate, etc., on Certain Terms
	  	 	81	  
	 Section 10.05
	 	 Releases
	  	 	82	  
	
	ARTICLE 11	  
	SATISFACTION AND DISCHARGE	  
			
	 Section 11.01
	 	 Satisfaction and Discharge
	  	 	83	  
	 Section 11.02
	 	 Application of Trust Money
	  	 	84	  
	
	ARTICLE 12	  
	MISCELLANEOUS	  
			
	 Section 12.01
	 	 Trust Indenture Act Controls
	  	 	84	  
	 Section 12.02
	 	 Notices
	  	 	84	  
	 Section 12.03
	 	 Communication by Holders of Notes with Other Holders of Notes
	  	 	85	  
	 Section 12.04
	 	 Certificate and Opinion as to Conditions Precedent
	  	 	86	  
	 Section 12.05
	 	 Statements Required in Certificate or Opinion
	  	 	86	  
	 Section 12.06
	 	 Rules by Trustee and Agents
	  	 	86	  
	 Section 12.07
	 	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	 	86	  
	 Section 12.08
	 	 Governing Law
	  	 	86	  
	 Section 12.09
	 	 Waiver of Jury Trial
	  	 	87	  
	 Section 12.10
	 	 Force Majeure
	  	 	87	  
	 Section 12.11
	 	 USA Patriot Act
	  	 	87	  
	 Section 12.12
	 	 No Adverse Interpretation of Other Agreements
	  	 	87	  
	 Section 12.13
	 	 Successors
	  	 	87	  
	 Section 12.14
	 	 Severability
	  	 	87	  
	 Section 12.15
	 	 Counterpart Originals
	  	 	87	  
	 Section 12.16
	 	 Table of Contents, Headings, etc.
	  	 	88	  

 EXHIBITS 
  

			
	 Exhibit A
	  	 FORM OF NOTE

	 Exhibit B
	  	 FORM OF CERTIFICATE OF TRANSFER

	 Exhibit C
	  	 FORM OF CERTIFICATE OF EXCHANGE



  
 iii 









			
	 Exhibit D
	  	 FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

	 Exhibit E
	  	 FORM OF NOTATION OF GUARANTEE

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



  
 iv 








 INDENTURE dated as of November 26, 2014 between Mercer International
Inc., a Washington corporation, and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee. 

WHEREAS, the Company has duly authorized the creation of a series of its debt securities denominated as the “7.000%
Senior Notes due 2019” (the “Notes”); 
 WHEREAS, the Company has duly authorized the execution and
delivery of this Indenture, to establish the Notes as provided for in this Indenture, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms. 

NOW, THEREFORE, the Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined below) of the Notes: 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION 
 BY
REFERENCE 
  

	Section 1.01	Definitions. 

 “144A Global Note” means a Global Note
substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 
 “2017 Senior
Notes” means the Company’s 9.5% Senior Notes due 2017. 
 “2022 Senior Notes” means the
Company’s 7.750% Senior Notes due 2022. 
 “2022 Senior Notes Indenture” means the indenture dated the
Issue Date between the Company and the Trustee pursuant to which the 2022 Senior Notes are being issued. 

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

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

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

“Additional Interest” has the meaning assigned to that term pursuant to the Registration Rights Agreement.
 
 “Additional Notes” means Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 

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

  
 1 








 “Agent” means any Registrar, co-registrar, Paying Agent or
additional paying agent. 
 “Applicable Premium” means with respect to any Note on any redemption date, the
greater of: 
  

	(1)	 1.0% of the principal amount of such Note; or 


  

	(2)	 the excess of: 



(a) the present value at such redemption date of (i) the redemption price of such Note at
December 1, 2016 (such redemption price being set forth in Section 3.07(c)) plus (ii) all required interest payments due on such Note through December 1, 2016 (excluding accrued but unpaid interest to the redemption date),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 

(b) the principal amount of such Note. 

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

“Asset Sale” means: 

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale,
lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of Section 4.15 and/or Section 5.01 hereof and not by the
provisions of Section 4.10 hereof; and 
 (2) the issuance of Equity Interests in any of the
Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries. 
 Notwithstanding the preceding, none of the
following items will be deemed to be an Asset Sale: 
 (1) any single transaction or series of related
transactions that involves assets having a Fair Market Value of less than $15.0 million; 
 (2) a transfer of
assets between or among the Company and its Restricted Subsidiaries; 
 (3) an issuance of Equity Interests
by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company; 
 (4)
the sale or lease of products (including electricity, power and chemicals generated as a by-product of or from, or utilizing the facilities of, any other Permitted Business), services, accounts receivable or current assets in the ordinary course of
business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business; 

  
 2 








 (5) the sale or other disposition of cash or Cash Equivalents;

 (6) any waiver, release, settlement or surrender of intangible claims or rights in connection with the
loss or settlement of a bona fide lawsuit, release of contract, tort claims, disputes or other controversy; 

(7) (i) leases or subleases or (ii) licenses or sublicenses of intellectual property or general
intangibles, in each case to third persons not interfering in any material respect with the business of the Company and its Restricted Subsidiaries; 

(8) a Restricted Payment that does not violate the provisions of Section 4.07 hereof or a Permitted
Investment; 
 (9) the unwinding of or assignment of rights under any Hedging Obligations; and 

(10) purchases, sales or other transfers of pulp, fiber, chemicals and other consumables between or among the
Company or any Restricted Subsidiary and any Unrestricted Subsidiary at market prices pursuant to arrangements approved by the Company’s Board of Directors as being fair, from a financial point of view, to the Company or the applicable
Restricted Subsidiary, as the case may be; purchases, sales or other transfers of spare parts or mill consumables between any Restricted Subsidiary and any Unrestricted Subsidiary at book value; and other transactions with customers, clients,
suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, that are fair to the Company or the Restricted Subsidiary, as the case may be, in
the reasonable determination of the Company’s Board of Directors. 
 “Bankruptcy Law” means Title 11,
U.S. Code or any similar federal or state law for the relief of debtors. 
 “Beneficial Owner” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such
“person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only
after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 

“Board of Directors” means: 

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

  
 3 








 “Borrowing Base” means, as of any date, an amount equal to: 

(1) 85% of the face amount of all accounts receivable owned by the Company and its Restricted Subsidiaries as
of the end of the most recent fiscal month preceding such date, calculated on a consolidated basis and in accordance with GAAP; plus 

(2) 65% of the book value of all inventory owned by the Company and its Restricted Subsidiaries as of the end
of the most recent fiscal month preceding such date, calculated on a consolidated basis and in accordance with GAAP. 

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 

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

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in
respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty; provided that no Deemed Capitalized Leases shall be considered Capital Lease Obligations. 

“Capital Stock” means: 

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

(2) in the case of an association or business entity or trust, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, including shares of beneficial interest; 

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

(1) United States dollars, Canadian dollars, Euros or Renminbi; 

(2) securities issued or directly and fully guaranteed or insured by the United States, Canadian, German or
United Kingdom government or any agency or instrumentality of the United States, Canadian, German or United Kingdom government (provided that the full faith and credit of the United States, Canada, Germany or the United Kingdom is pledged in
support of those securities) having maturities of not more than six months from the date of acquisition; 

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreements or with any domestic commercial bank having capital and surplus in excess of
$500.0 million and a Thomson Bank Watch Rating of “B” or better; 

  
 4 








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

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

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

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

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the
result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or 

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

“Clearstream” means Clearstream Banking, S.A. 

“Company” means Mercer International Inc., and any and all successors thereto. 

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income
of such Person for such period plus, without duplication: 
 (1) an amount equal to any extraordinary
loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus  

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

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such
Fixed Charges were deducted in computing such Consolidated Net Income; plus  

  
 5 








 (4) depreciation, amortization (including amortization of
intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; plus 
 (5) any expenses or charges related to any transaction
or series of transactions constituting an equity offering, Permitted Investment, recapitalization or incurrence of Indebtedness permitted to be incurred by this Indenture (whether or not successful), including such fees, expenses or charges related
to (i) the offering of these Notes and the 2022 Senior Notes, (ii) the tender offer of the 2017 Senior Notes (including, without limitation, premium and consent fees) and (iii) the Company’s entry into the Credit Agreements;
plus 
 (6) the following expenses, losses or gains to the extent such amounts were included in the
computation of Consolidated Net Income: 
 (i) extraordinary, non-recurring or unusual losses or expenses,
including, without limitation, restructuring charges or reserves, including severance contracts and termination costs including future lease commitments, costs to close or consolidate facilities and costs to relocate employees during such period, as
determined in good faith by the Chief Financial Officer, Controller or Treasurer of the Company, in each case, without regard to any limitations of Item 10(e) of Regulation S-K; 

(ii) foreign exchange gains or losses incurred with respect to receivables (net of the impact on payables) on
product sales; and 
 (iii) expenses related to equipment failures (including, without limitation, costs of
repair, equipment replacement or addition) where a good faith application for the recovery of such costs from the vendor or an insurer has been made, less any such recovery and the amount of any such claim to the extent it has been finally
determined to be uncollectible, the net amount not to exceed $10.0 million in the aggregate over any twelve-month period; minus 

(7) non-cash items increasing such Consolidated Net Income for such period, other than (i) the accrual of
revenue in the ordinary course of business or (ii) the reversal of non-cash expenses not added back due to the exclusions in clause (4) of this definition of “Consolidated EBITDA,” 

in each case, on a consolidated basis for such Person and its Restricted Subsidiaries and determined in accordance with GAAP. 

Notwithstanding the preceding, the provision for taxes based on the income, profits or capital of, and the depreciation and
amortization and other non-cash expenses of, a Restricted Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated EBITDA of the Company only to the extent that a corresponding amount would be permitted at the date
of determination to be dividended or distributed, directly or indirectly, to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms
of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders. 

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

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

(2) solely for purposes of determining the amount available for Restricted Payments pursuant to clause
(3)(A) of the second paragraph of Section 4.07(a) hereof, the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of
that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; 

(3) the cumulative effect of a change in accounting principles will be excluded; and 

(4) any goodwill impairment charges pursuant to Financial Accounting Standards Board Statement No. 142 or
any asset impairment charges pursuant to Financial Accounting Standards Board Statement No. 144 will be excluded. 

“Consolidated Tangible Assets” means, as of any date of determination, the sum of the amounts that would
appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets of the Company and its Restricted Subsidiaries, excluding goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense and any other assets properly classified as intangible assets in accordance with GAAP, determined in accordance with GAAP. 

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default
has not been cured or waived.  
 “Corporate Trust Office of the Trustee” for administration
purposes will be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company. With respect to presentation of Notes or for registration of transfer or exchange,
625 Marquette Avenue, Minneapolis, MN 55402, Attention Bondholder Communications. 
 “Credit Agreements”
“ means (i) the Revolving Credit Facility Agreement dated August 19, 2009 among D&Z Holding GmbH, Zellstoff-und Papierfabrik Rosenthal GmbH, D&Z Beteiligungs GmbH and ZPR Logistik GmbH and Bayerische Hypo-und Vereinsbank AG,
as amended by the Extension, Amendment and Confirmation Letter dated October 4, 2012; (ii) the Universal Contract for Business Loans dated April 30, 2013 between Zellstoff-und Papierfabrik Rosenthal GmbH and Kreissparkasse Saale-Orla,
as supplemented by the Special Agreement to the Loan Agreement dated April 30, 2013 among Zellstoff-und Papierfabrik Rosenthal GmbH, D&Z Beteiligungs GmbH, D&Z Holding GmbH, Mercer International Inc. and Kreissparkasse Saale-Orla; and
(iii) the Second Amended and Restated Credit Agreement dated as of May 2, 2013 among Zellstoff Celgar Limited Partnership, as borrower, and the lenders from time to time parties thereto, as lenders, and Canadian Imperial Bank of Commerce,
as agent, as amended by the First Amending Agreement dated October 21, 2014. 

  
 7 








 “Credit Facilities” means, one or more debt facilities
(including, without limitation, the Credit Agreements), indentures or commercial paper facilities, in each case, with banks or other institutional lenders, accredited investors or institutional investors providing for revolving credit loans, term
loans, term debt, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in
part from time to time. 
 “Custodian” means the Trustee, as custodian with respect to the Notes in global
form, or any successor entity thereto. 
 “Customary Recourse Exceptions” means, with respect to any
Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims,
waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings. 

“Deemed Capitalized Leases” means obligations of the Company or any Restricted Subsidiary of the Company that
are classified as “capital lease obligations” under GAAP due to the application of ASC Topic 840 or any subsequent pronouncement having similar effect and, except for such regulation or pronouncement, such obligation would not constitute a
Capital Lease Obligation. 
 “Default” means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note registered
in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of
Interests in the Global Note” attached thereto. 
 “Depositary” means, with respect to the Notes
issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant
to the applicable provision of this Indenture. 
 “Disqualified Stock” means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not
constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof.
The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the Stated Maturity of, or pursuant to
any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends. 

  
 8 








 “Domestic Subsidiary” means any Restricted Subsidiary of the
Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company. 

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

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

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

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 

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

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

“Existing Indebtedness” means the Indebtedness of the Company and its Restricted Subsidiaries (other than
Indebtedness under the Credit Agreements) in existence on the Issue Date, including Hedging Obligations, until such amounts are repaid. 

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller
in a transaction not involving distress or necessity of either party. In the case of a transaction not exceeding $20.0 million, Fair Market Value may be determined in good faith by the Chief Financial Officer, Controller or Treasurer of the Company,
and in the case of a transaction exceeding $20.0 million, Fair Market Value shall be determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture). 

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the
Consolidated EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases
or otherwise discharges any Indebtedness (other than ordinary working capital borrowings or revolving borrowings under Credit Facilities) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the
Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will
be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of
the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. 
 In
addition, for purposes of calculating the Fixed Charge Coverage Ratio: 
 (1) such calculation may include
adjustments appropriate to reflect the amount of net cost savings, operating improvements or synergies projected by the Company in good faith to be realized within twelve months following the date of any operational changes, business realignment
projects or initiatives, restructurings or reorganizations which have been or are intended to be initiated (other than those operational changes, business realignment projects or initiatives, restructurings or reorganizations entered into in
connection with any pro forma event (as defined in clause (2) below)) (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized
during such period from such actions; provided that such net cost savings and operating improvements or synergies are reasonably identifiable and quantifiable; provided, further, that the aggregate amount of any such adjustments
made pursuant to this clause (1) shall not exceed 15% of Consolidated EBITDA for such period (determined after giving effect to such adjustments); 

  
 9 








 (2) Investments, acquisitions, dispositions, mergers,
amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, that the specified Person or any of its Restricted Subsidiaries has made during the
four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma
basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, or discontinued operations (and the change of any associated fixed charge obligations and the change in Consolidated 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 specified Person or any of its Restricted
Subsidiaries since the beginning of such period shall have consummated any pro forma event 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 pro forma event had occurred at the beginning of the applicable four-quarter period; 

(3) whenever pro forma effect is to be given to any pro forma event, the pro forma
calculations shall be made in good faith by the Chief Financial Officer, Controller or Treasurer of the specified Person. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of
the specified Person as set forth in an Officers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the
applicable event is consummated. For the avoidance of doubt, adjustments to the computation of the Fixed Charge Coverage Ratio arising from any pro forma event and made in accordance with this clause (3) and clause (2) immediately
above shall not be subject to the 15% cap set forth in clause (1) of this definition; 
 (4) any Person
that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; 

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

  
 10 








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

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized
during such period; plus 
 (3) any interest on Indebtedness of another Person that is guaranteed by
such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of
preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the
Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined
on a consolidated basis in accordance with GAAP. 
 “Foreign Subsidiary” means any Restricted Subsidiary
that is not a Domestic Subsidiary. 
 “GAAP” means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other
entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. 

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be
placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and
collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global
Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Sections 2.01 and 2.06 hereof. 

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of
America, and the payment for which the United States pledges its full faith and credit. 
 “Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to
maintain financial statement conditions or otherwise). 

  
 11 








 “Guarantor” means each Subsidiary of the Company that executes a
Note Guarantee in accordance with the provisions of this Indenture, and its successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture. 

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

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

“Holder” means a Person in whose name a Note is registered on the books of the Registrar. 

“IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional
Accredited Investors.  
 “Indebtedness” means, with respect to any specified Person,
any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: 

(1) in respect of borrowed money; 

(2) evidenced by bonds, Notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof); 
 (3) in respect of banker’s acceptances; 

(4) representing Capital Lease Obligations; 

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more
than six months after such property is acquired or such services are completed, except any balance that constitutes an accrual of expenses or trade payable; or 

(6) representing any Hedging Obligations (the amount of any such Hedging Obligations to be equal at any time to
the termination value of the agreement or arrangement giving rise to such Hedging Obligations that would be payable by such Person at such time), 

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP, but excluding Deemed Capitalized Leases. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified
Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving
effect to the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result
of accounting for any embedded derivatives created by the terms of such Indebtedness. 

  
 12 








 “Indenture” means this Indenture, as amended or supplemented
from time to time. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global
Note through a Participant. 
 “Initial Notes” means the first $250.0 million aggregate principal amount of
Notes issued under this Indenture on the Issue Date. 
 “Initial Purchasers” means Credit Suisse Securities
(USA) LLC, Barclays Capital Inc., RBC Capital Markets, LLC, Macquarie Capital (USA) Inc. and Raymond James & Associates, Inc. 

“Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. 

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

“Issue Date” means November 26, 2014. 

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

  
 13 








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

“Moody’s” means Moody’s Investors Service, Inc. 

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in
accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 

(1) any gain (loss), together with any related provision for taxes on such gain (loss), realized in connection
with: 
 (i) any Asset Sale (or transaction that would be an Asset Sale but for the exclusion in clause
(1) of the second paragraph of the definition thereof); or 
 (ii) the disposition of any securities by
such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; 

(2) any extraordinary gain (loss), together with any related provision for taxes on such extraordinary gain
(loss); 
 (3) any foreign exchange gain (loss) on Indebtedness; 

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

 (5) any non-cash charges resulting from the application of ASC 718 (formerly SFAS No. 123) and any
other non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity based awards or any amendment, modification, substitution or change of any such
stock, stock options or other equity based awards; 
 (6) all deferred financing costs written off, and
premiums paid, in connection with any early extinguishment of Indebtedness; 
 (7) any purchase accounting
adjustments (including, without limitation, the impact of writing up inventory, deferred marketing and deferred financing costs or deferred revenue at fair value), amortizations, impairments, write-offs, or non-cash charges with respect to purchase
accounting with respect to any acquisition, disposition, merger, consolidation, amalgamation or similar transactions on or after the Issue Date; and 

(8) the net income (loss) from any operations disposed of or discontinued after the Issue Date and any net
gains or losses on such disposition or discontinuance, on an after-tax basis. 
 “Net Proceeds” means the
aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any
Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, after deducting any reserves in accordance with GAAP against any liabilities associated with the
assets disposed of in such Asset Sale and retained by the Company and/or a Restricted Subsidiary after such Asset Sale, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by
a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. 

  
 14 








 “Non-Recourse Debt” means Indebtedness as to which neither the
Company nor any of its Restricted Subsidiaries: 
 (1) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness); or 
 (2) is directly or indirectly
liable as a guarantor or otherwise, except for Customary Recourse Exceptions. 
 “Non-U.S. Person” means a
Person who is not a U.S. Person. 
 “Note Guarantee” means the Guarantee by each Guarantor of the
Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture. 

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the
Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes. 

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

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account
with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

  
 15 








 “Permitted Business” means any business conducted by the Company
and its Restricted Subsidiaries on the Issue Date, including pulp (including softwood, hardwood, sulphate, sulphite, dissolving and other chemical pulps) manufacturing and sales business, production and generation and sales of electricity,
chemicals, chemical byproducts and other products generated as a by-product of or from, or utilizing the facilities of, any Permitted Business and any business reasonably related thereto, ancillary or complimentary to reasonable extensions thereof,
including, without limitation, the development and commercialization of processes, applications and uses for lignum-based products, materials and uses, transportation, logistics and wood and wood pellet harvesting, procurement, processing and/or
marketing and sales. 
 “Permitted Investments” means: 

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

(2) any Investment in Cash Equivalents; 

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

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

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

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors or
customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or
customer; or (B) litigation, arbitration or other disputes; 
 (7) Investments represented by Hedging
Obligations; 
 (8) loans or advances to employees made in the ordinary course of business of the Company or
any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $2.0 million at any one time outstanding; 

(9) repurchases of the Notes or the 2022 Senior Notes and repurchases and/or redemptions of the 2017 Senior
Notes; 
 (10) extensions of trade credit or advances to customers and/or suppliers on commercially
reasonable terms in the ordinary course of business; 

  
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 (11) Guarantees of Indebtedness of the Company or any of its
Restricted Subsidiaries issued in accordance with Section 4.09 hereof; 
 (12) Investments resulting
from payment of consolidated taxes that include Unrestricted Subsidiaries; 
 (13) other Investments in any
Person (other than an Affiliate of the Company that is not a Subsidiary of the Company) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken
together with all other Investments made pursuant to this clause (13) that are at the time outstanding not to exceed the greater of (i) $50.0 million and (ii) 3.5% of Consolidated Tangible Assets; provided that, if any
Investment made pursuant to this clause (13) is made in a Person that is not a Restricted Subsidiary of the Company at the date of making such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall
thereafter be deemed to have been made pursuant to clause (1) of this definition and shall cease to have been made pursuant to this clause (13) for so long as such person continues to be a Restricted Subsidiary of the Company; and 

(14) for the avoidance of doubt, any Restricted Investments existing on the Issue Date. 

“Permitted Liens” means: 

(1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other
Obligations under Credit Facilities that was permitted by the terms of this Indenture to be incurred pursuant to Section 4.09(b)(1) hereof and/or securing Hedging Obligations related thereto; 

(2) Liens in favor of the Company; 

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

(5) Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers’
compensation obligations, performance bonds, letters of credit or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations); 

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4)
hereof covering only the assets acquired with or financed by such Indebtedness; 
 (7) Liens existing on the
Issue Date or from contractual commitments existing on the Issue Date other than Liens securing Indebtedness and other obligations incurred pursuant to Section 4.09(b)(1) hereof; 

  
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 (8) Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with
GAAP has been made therefor; 
 (9) Liens imposed by law, such as carriers’, warehousemen’s,
landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business; 
 (10)
survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that
were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 

(11) Liens created for the benefit of (or to secure) the Notes or the 2022 Senior Notes; 

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

(ii) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of
(x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding,
refinancing, replacement, defeasance or discharge; 
 (13) Liens securing Hedging Obligations made in the
ordinary course of business and not for speculation; provided that such Hedging Obligations are permitted under this Indenture; 

(14) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge,
repayment or redemption of Indebtedness; 
 (15) Grants of software and technology licenses in the ordinary
course of business; 
 (16) Liens arising out of conditional sale, title retention or similar arrangements
for the sale of goods entered into in the ordinary course of business; 
 (17) Liens in connection with
escrow deposits made in connection with any acquisition of assets, including Capital Stock; 
 (18) Liens
arising as a result of litigation or legal proceedings that are currently being contested in good faith by appropriate and diligent action, including any Lien arising as a result of a judgment against the Company and/or its Restricted Subsidiaries;

 (19) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium
financings; and 

  
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 (20) Liens incurred in the ordinary course of business of the
Company or any Subsidiary of the Company with respect to obligations at any one time outstanding that do not exceed the greater of (i) $50.0 million and (ii) 3.5% of Consolidated Tangible Assets. 

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

(4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. 
 “Person” means
any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all
Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 

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

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue Date, among
the Company and the other parties named on the signature pages thereto, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the
Company and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the
Securities Act. 
 “Regulation S” means Regulation S promulgated under the Securities Act. 

  
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 “Regulation S Global Note” means a Global Note substantially in
the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on Rule 903 of Regulation S. 
 “Responsible Officer,” when used
with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee having direct responsibility for the administration of this Indenture (or any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and having direct responsibility for the administration of this Indenture. 

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 

“Restricted Global Note” means a Global Note bearing the Private Placement Legend. 

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

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted
Subsidiary. 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 

“Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Rule 903” means Rule 903 promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated under the Securities Act. 

“S&P” means Standard & Poor’s Ratings Group. 

“SEC” means the Securities and Exchange Commission. 

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

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

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

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

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

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 

“Treasury Rate” means as of any redemption date of the Notes, the yield to maturity as of the earlier of
(a) such redemption date or (b) the date on which the Notes are defeased or satisfied and discharged, of the most recently issued 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 date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to December 1, 2016; provided, however, that if the period from the redemption date to December 1, 2016, 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. Any such Treasury Rate shall be obtained by the Company. 

“Trustee” means Wells Fargo Bank, National Association until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted
Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private
Placement Legend. 
 “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by
the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: 

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

(2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company; 
 (3) is a Person with respect to
which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and 

  
 21 








 (4) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries. 
 All Subsidiaries of
Unrestricted Subsidiaries shall also be Unrestricted Subsidiaries. 
 “U.S. Person” means a U.S. Person as
defined in Rule 902(k) promulgated under the Securities Act. 
 “Voting Stock” of any specified Person as
of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 

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

	Section 1.02	Other Definitions. 

  

					
	 Term
	  	Defined in
Section	 
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Asset Sale Offer”
	  	 	3.09	  
	 “Authentication Order”
	  	 	2.02	  
	 “Change of Control Offer”
	  	 	4.15	  
	 “Change of Control Payment”
	  	 	4.15	  
	 “Change of Control Payment Date”
	  	 	4.15	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “DTC”
	  	 	2.03	  
	 “Event of Default”
	  	 	6.01	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “incur”
	  	 	4.09	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Offer Amount”
	  	 	3.09	  
	 “Offer Period”
	  	 	3.09	  
	 “Paying Agent”
	  	 	2.03	  
	 “Permitted Debt”
	  	 	4.09	  
	 “Payment Default”
	  	 	6.01	  
	 “Purchase Date”
	  	 	3.09	  
	 “Registrar”
	  	 	2.03	  
	 “Reinstatement Date”
	  	 	4.20	  
	 “Restricted Payments”
	  	 	4.07	  
	 “Suspended Covenants”
	  	 	4.20	  


  
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	Section 1.03	Incorporation by Reference of Trust Indenture Act. 

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

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

“indenture securities” means the Notes; 

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

“indenture to be qualified” means this Indenture; 

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

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

	Section 1.04	Rules of Construction. 

 Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

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

(5) “will” shall be interpreted to express a command; 

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

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

THE NOTES 
  

	Section 2.01	Form and Dating. 

 (a) General. The Notes and the Trustee’s
certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The
Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 The terms and provisions
contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

  
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 (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto
(but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each
shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
  

	Section 2.02	Execution and Authentication. 

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

The Trustee will, upon receipt of a written order of the Company signed by an Officer (an “Authentication
Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of
Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. 

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate
of the Company. 
  

	Section 2.03	Registrar and Paying Agent. 

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

  
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 The Company initially appoints The Depository Trust Company
(“DTC”) to act as Depositary with respect to the Global Notes. 
 The Company initially appoints the
Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 
  

	Section 2.04	Paying Agent to Hold Money in Trust. 

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

	Section 2.05	Holder Lists. 

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

	Section 2.06	Transfer and Exchange. 

 (a) Transfer and Exchange of Global
Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: 

(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue
to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; 

(2) subject to any limitations imposed by the Depositary pursuant to its then-current practices, the Company in
its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or 

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

  
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 Upon the occurrence of either of the preceding events in (1) or
(2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global
Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one
or more of the other following subparagraphs, as applicable: 
 (1) Transfer of Beneficial Interests in
the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions
set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written
orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all
transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with
the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase; or 
 (B) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with
the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

  
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 (ii) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. 

Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (3) Transfer of Beneficial Interests
to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with
the requirements of Section 2.06(b)(2) above and the Registrar receives the following: 
 (A) if the
transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note,
then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer,
(ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration
Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 

  
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 (D) the Registrar receives the following: 

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

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

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if
such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

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

(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for
a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note
only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer,
(ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration
Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar
receives the following: 
 (i) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

  
 29 








 (ii) if the holder of such beneficial interest in a Restricted
Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

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

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a
Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the
Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

  
 30 








 (D) if such Restricted Definitive Note is being transferred
pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

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

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

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

 (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a
Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration
Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar
receives the following: 
 (i) if the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

  
 31 








 and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee
will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an
Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global
Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to
subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and
such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the
requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be
transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will
be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

  
 32 








 (C) if the transfer will be made pursuant to any other exemption
from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable. 
 (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; 
 (C) any such transfer is effected by a Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the
Registrar receives the following: 
 (i) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted
Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall
register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 

  
 33 








 (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and 

(2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange
Notes and (C) they are not affiliates (as defined in Rule 144) of the Company. 
 Concurrently with the issuance of such
Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 
 (g) Legends. The
following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 

(1) Private Placement Legend. 

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

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

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

 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (570 WASHINGTON BOULEVARD, JERSEY CITY, NEW JERSEY)
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 (h) Cancellation and/or Adjustment of
Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note
will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

  
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 (i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will
authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a
Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for
redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (4) All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 

(5) Neither the Registrar nor the Company will be required: 

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to
exchange a Note between a record date and the next succeeding interest payment date. 
 (6) Prior to due
presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 

  
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 (7) The Trustee will authenticate Global Notes and Definitive
Notes in accordance with the provisions of Section 2.02 hereof. 
 (8) All certifications, certificates
and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 

 

	Section 2.07	Replacement Notes. 

 If any mutilated Note is surrendered to the Trustee
or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the
Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. 

Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued hereunder. 
  

	Section 2.08	Outstanding Notes. 

 The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.  
 If a Note
is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue. 
 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 

 

	Section 2.09	Treasury Notes. 

 In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the
Company, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so
disregarded. 

  
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	Section 2.10	Temporary Notes. 

 Until certificates representing Notes are ready for
delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 

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

 

	Section 2.11	Cancellation. 

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

	Section 2.12	Defaulted Interest. 

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

REDEMPTION AND PREPAYMENT 
  

	Section 3.01	Notices to Trustee. 

 If the Company elects to redeem Notes pursuant to
the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date (unless such redemption is in connection with the defeasance of the Notes pursuant to
Article 8 hereof or in connection with the satisfaction and discharge of this Indenture pursuant to Article 11 hereof, in which case such delivery may occur on such earlier date as a notice of redemption is given pursuant to Section 3.03
hereof), an Officers’ Certificate setting forth: 
 (1) the clause of this Indenture pursuant to which
the redemption shall occur; 
 (2) the redemption date; 

(3) the principal amount of Notes to be redeemed; and 

  
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 (4) the redemption price. 

 

	Section 3.02	Selection of Notes to Be Redeemed or Purchased. 

 If less than all of the
Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase by lot in accordance with the applicable procedures of DTC unless otherwise required by law or applicable stock
exchange requirements. 
 In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or
purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of
any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in minimum amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if
all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, provided Notes are redeemed or repurchased in denominations authorized by this Indenture. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
  

	Section 3.03	Notice of Redemption. 

 Subject to the provisions of Section 3.09
hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail (in the case of Notes held in book entry form, by electronic transmission), a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Article 8 or 11 hereof. 
 The notice will identify the Notes to be redeemed and
will state: 
 (1) the redemption date; 

(2) the redemption price; 

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and
that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

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

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

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

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

Any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including any
related sale of Equity Interests (other than Disqualified Stock) or a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and
if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such redemption date be
delayed to a date later than 60 days after the date on which such notice was mailed), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the
redemption date, or by the redemption date as so delayed. 
  

	Section 3.04	Effect of Notice of Redemption. 

 Once notice of redemption is mailed in
accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price, subject to any conditions to the redemption as permitted pursuant to the last paragraph of
Section 3.03 hereof. 
  

	Section 3.05	Deposit of Redemption or Purchase Price. 

 One Business Day prior to the
redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of and
accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased. 
 If the Company complies with
the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an
interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for
redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until
such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

  
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	Section 3.06	Notes Redeemed or Purchased in Part. 

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

	Section 3.07	Optional Redemption. 

 (a) At any time prior to December 1, 2016,
the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 107.000% of the principal amount thereof, plus accrued and unpaid interest and Additional
Interest, if any, to (but not including) the redemption date, with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company; provided that: 

(1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held
by the Company and its Subsidiaries but including any Additional Notes issued under this Indenture) remains outstanding immediately after the occurrence of such redemption; and 

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

(b) At any time prior to December 1, 2016, the Company may on any one or more occasions redeem all or a part of the Notes
upon not less than 30 nor more than 60 days’ notice to the Holders, 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 (but not including) the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. 

(c) On or after December 1, 2016, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60
days’ notice to the Holders, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest (including any Additional Interest) on the Notes redeemed to (but not including) the
applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

  

					
	 Year
	  	Percentage	 
	 2016
	  	 	103.500	% 
	 2017
	  	 	101.750	% 
	 2018 and thereafter
	  	 	100.000	% 

  

	d)	 Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.



  

	Section 3.08	Mandatory Redemption; No Sinking Fund. 

 The Company is not required to
make mandatory redemption or sinking fund payments with respect to the Notes or, except as set forth in Sections 4.10 and 4.15 hereof, to repurchase the Notes at the option of the Holders. 

  
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	Section 3.09	Offer to Purchase by Application of Excess Proceeds. 

 In the event that,
pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. 

The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, including the 2022 Senior Notes. The Asset Sale Offer will remain open for a period of at
least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the
termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata
basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are
made. 
 If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any
accrued and unpaid interest and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant
to the Asset Sale Offer. 
 Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a
notice to the Trustee and each of the Holders (or by electronic transmission in the case of Notes held in book-entry form). The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset
Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 
 (1) that the
Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; 

(2) the Offer Amount, the purchase price and the Purchase Date; 

(3) that any Note not tendered or accepted for payment will continue to accrue interest; 

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the
Asset Sale Offer will cease to accrue interest after the Purchase Date; 
 (5) that Holders electing to have
a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or an integral multiple of $1,000 in excess thereof; 

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to
surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the
address specified in the notice at least three days before the Purchase Date; 
 (7) that Holders will be
entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

  
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 (8) that, if the aggregate principal amount of Notes and other
pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and
such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased); and 

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

ARTICLE 4 
 COVENANTS 

 

	Section 4.01	Payment of Notes. 

 The Company will pay or cause to be paid the
principal of, premium on, if any, and interest and Additional Interest, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at a rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any (without regard to any applicable grace period) at the same rate to the extent lawful. 

  
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	Section 4.02	Maintenance of Office or Agency. 

 The Company will maintain in the
Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate or agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange
and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served, if and to the extent required by the rules and regulations of the SEC or other relevant regulatory body. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency. 
 The Company
hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof. 
  

	Section 4.03	Reports.  

 (a) Whether or not required by the rules and regulations of
the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes and to the Trustee (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and
regulations: 
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms
10-Q and 10-K if the Company were required to file such reports; and 
 (2) all current reports that would be
required to be filed with the SEC on Form 8-K if the Company were required to file such reports. 
 All such reports shall be prepared in
all material respects in compliance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s certified
independent accountants. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations
applicable to such reports (unless the SEC will not accept such a filing). Delivery of the information, documents and other reports described above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively
rely on an Officers’ Certificate). The Trustee shall have no obligation to determine whether or not such information, documents or reports have been filed with the SEC. The Company will at all times comply with TIA § 314(a). 

(b) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any
reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the
purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website
within the time periods that would apply if the Company were required to file those reports with the SEC. 

  
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 (c) If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by paragraph
(a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the consolidated financial condition and results of operations of the Company. 

(d) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports
required by paragraphs (a) and (b) of this Section 4.03, the Company will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act. The Company will be deemed to have provided such information to Holders, securities analysts and prospective investors if it has filed reports containing such information with the SEC via the EDGAR filing system
and such reports are publicly available. 
 (e) Delivery of such reports, information and documents to the Trustee to the
extent required hereunder is for informational purposes only, the Trustee has no duty or obligation to investigate further and the Trustee’s receipt of such reports, information or documents shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Company’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’
Certificate). 
  

	Section 4.04	Compliance Certificate. 

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

(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming
aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 

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

	Section 4.05	Taxes.  

 The Company will pay, and will cause each of its Restricted
Subsidiaries and any other Subsidiary with whom the Company or any Restricted Subsidiary is jointly and severally liable to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good
faith and by appropriate proceedings or where the failure to effect such payment is not reasonably expected by the Company’s principal financial officer to be adverse in any material respect to the Holders of the Notes. 

 

	Section 4.06	Stay, Extension and Usury Laws. 

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

 

	Section 4.07	Restricted Payments. 

 (a) The Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly: 
 (1) declare or pay any dividend or make any
other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of
its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company); 

(2) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; 

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except a
payment of interest or principal at the Stated Maturity thereof; or 
 (4) make any Restricted Investment
(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), 

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

(1) no Default or Event of Default has occurred and is continuing; 

  
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 (2) the Company could have incurred at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and 

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the
Company and its Restricted Subsidiaries since September 30, 2014 (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (9), (10), (11) and (12) of paragraph (b) of this Section 4.07), is less than
the sum, without duplication of: 
 (A) 50% of the Consolidated Net Income of the Company for the period
(taken as one accounting period) from the beginning of the first fiscal quarter commencing after September 30, 2014 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the
time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus 

(B) 100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received
by the Company since the Issue Date (i) as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company including upon exercise of stock options whether issued before or after the Issue Date (other
than Disqualified Stock) or (ii) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible, exchangeable or payment-in-kind debt securities of the Company and/or its Restricted Subsidiaries that have been converted
into, exchanged or paid for in such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus 

(C) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or
otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus 

(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Issue Date is
redesignated as a Restricted Subsidiary after the Issue Date, the lesser of (i) the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation and (ii) such Fair Market Value as of the date
on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Issue Date; plus 

(E) 50% of (i) any dividends, interest, intercompany loan payments or other distributions received in
cash by the Company or a Restricted Subsidiary of the Company after the Issuer Date from an Unrestricted Subsidiary of the Company, to the extent that such dividends, interest, intercompany loan payments or other distributions were not otherwise
included in the Consolidated Net Income of the Company for such period and (ii) without duplication, any amounts received in cash by the Company or a Restricted Subsidiary of the Company after the Issue Date representing the proceeds of any
settlement of any Hedging Obligations, to the extent that such dividends or cash proceeds represent gains previously recognized under GAAP and were not otherwise included in calculating the Consolidated Net Income of the Company; less 100% of any
payment made in settlement of any Hedging Obligations of the Company and its Restricted Subsidiaries to the extent such payment represents cumulative net losses previously recognized under GAAP and not previously deducted in calculating the
Consolidated Net Income of the Company. 

  
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 (b) So long as no Default has occurred and is continuing or would be caused
thereby, the provisions of Section 4.07(a) hereof will not prohibit: 
 (1) the payment of any dividend
or the consummation of any redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice the dividend or redemption payment would have complied
with the provisions of this Indenture; 
 (2) the making of any Restricted Payment in exchange for, or out of
the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to
the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of Section 4.07(a) hereof; 

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the
Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with (i) the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness or (ii) after the completion
of a Change in Control Offer pursuant to the terms of Section 4.15 hereof, to the extent required pursuant to any similar change of control offer provision of the indenture or other agreement governing subordinated Indebtedness; 

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar
distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests who are not Affiliates of the Company, except Restricted Subsidiaries of the Company, on a pro rata basis; 

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the
Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, share
purchase agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $10.0 million in any calendar year (with
unused amounts in any calendar year, including carried over amounts, being carried over to succeeding calendar years subject to a maximum of $15.0 million in any calendar year); 

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

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series
of Disqualified Stock of the Company issued on or after the Issue Date in accordance with the Fixed Charge Coverage test set forth in Section 4.09 hereof; 

  
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 (8) payments or distributions to shareholders exercising
appraisal or discount rights pursuant to applicable law pursuant to or in connection with a merger, consolidation or transfer of all or substantially all of the Company and its Restricted Subsidiaries’ assets that complies with the provisions
of this Indenture; 
 (9) in the event of a Change of Control, and if no Default or Event of Default shall
have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes or the Guarantee
(including the Exchange Notes and any Guarantees thereof) of such Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Indebtedness, plus any accrued and unpaid interest therein; provided that
prior to or contemporaneously with such payment, purchase, redemption or defeasance or other acquisition or retirement, the Company (or a third party to the extent permitted by the indenture) has made the Change of Control Offer with respect to the
Notes (including the Exchange Notes) and has repurchased all Notes (including the Exchange Notes) validly tendered and not withdrawn in connection with such Change of Control Offer; 

(10) in the event of an Asset Sale which requires the Company to make an Asset Sale Offer, and if no Default or
Event of Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes
or the Guarantee (including the Exchange Notes and any Guarantees thereof) of such Guarantor, in each case, at a purchase price not greater than 100% of the principal amount of such Indebtedness, plus any accrued and unpaid interest therein;
provided that prior to or contemporaneously with such payment, purchase, redemption or defeasance or other acquisition or retirement, the Company has made an Asset Sale Offer with respect to the Notes (including the Exchange Notes) and has
repurchased all Notes (including the Exchange Notes) validly tendered and not withdrawn in connection with such Asset Sale Offer; 

(11) the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of
any rights granted to all the holders of Common Stock of the Company pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover practices; provided that any such purchase,
redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading the limitations of this covenant (as determined in good faith by the Board of Directors of the Company); and 

(12) other Restricted Payments in an aggregate amount not to exceed $100.0 million since the Issue Date. 

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of
the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by
this Section 4.07 will be determined in good faith (a) in the case of assets or securities of $20.0 million or less by the Chief Financial Officer, Controller or Treasurer of the Company set forth in a certificate delivered to the Trustee,
and (b) in the case of assets or securities valued at more than $20.0 million by the Board of Directors of the Company, and set forth in an Officers’ Certificate delivered to the Trustee. 

  
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 For purposes of determining compliance with this Section 4.07, if any
Investment or Restricted Payment would be permitted pursuant to Section 4.07(a) hereof, one or more clauses of Section 4.07(b) hereof and/or one or more of the exceptions contained in the definition of “Permitted Investments,”
the Company may classify or divide such Investment or Restricted Payment in any manner that complies with this covenant and may later reclassify, divide or re-divide, in whole or in part in its sole discretion, any such Investment or Restricted
Payment in any manner that complies with this covenant so long as the Investment or Restricted Payment (as so reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification. 

 

	Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries. 

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

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

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; provided that the
subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances; or 

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries. 
 (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing
under or by reason of: 
 (1) agreements governing Existing Indebtedness and Credit Facilities as in effect
on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements,
refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; 

(2) (A) this Indenture, the Notes and the Note Guarantees or (B) the 2022 Senior Notes Indenture, the
2022 Senior Notes and the Guarantees thereof; 
 (3) applicable law, rule, regulation or order; 

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this
Indenture to be incurred; 
 (5) customary non-assignment provisions in contracts and licenses entered into
in the ordinary course of business; 

  
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 (6) purchase money obligations for property acquired in the
ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; 

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by
that Restricted Subsidiary pending the sale or other disposition; 
 (8) Permitted Refinancing Indebtedness;
provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being
refinanced; 
 (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit
the right of the debtor to dispose of the assets subject to such Liens; 
 (10) provisions limiting the
disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, Capital Stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of
Directors, which limitation is applicable only to the assets, or (in the case of Capital Stock sales) entities, that are the subject of such agreements; 

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in
the ordinary course of business; 
 (12) agreements governing Hedging Obligations; 

(13) agreements governing Indebtedness permitted to be incurred by Restricted Subsidiaries of the Company under
the provisions of Section 4.09 hereof; provided that the encumbrances and/or restrictions in such agreements (except those agreements entered into pursuant to clause (15) of the definition of “Permitted Debt”) are
customary for Indebtedness of the type incurred and will not adversely affect the Company’s ability to make payments of principal or interest on the Notes; and 

(14) any Liens or restrictions imposed by any amendments of contracts, instruments or obligations referred to
in clauses (1) to (13) of this paragraph, provided that such amendments are not materially more restrictive with respect to such Liens and restrictions than those prior to any such amendment or refinancing as determined in good
faith by the Company’s Board of Directors. 
  

	Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock. 

 (a) The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
“incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any of the Company’s Restricted Subsidiaries that are Guarantors may incur Indebtedness (including Acquired Debt) or issue
preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. 

  
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 (b) The provisions of Section 4.09(a) hereof will not prohibit the
incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): 

(1) the incurrence by the Company and its Restricted Subsidiaries of additional Indebtedness and letters of
credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its
Restricted Subsidiaries thereunder) not to exceed the greater of (x) $250.0 million and (y) the amount of the Borrowing Base on the date of incurrence; 

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

(3) the incurrence by the Company of Indebtedness represented by the Notes and the 2022 Senior Notes to be
issued on the Issue Date and the incurrence by any Restricted Subsidiary of any Guarantee of the Notes or the 2022 Senior Notes; 

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital
Lease Obligations (other than Deemed Capitalized Leases), mortgage financings, project financing or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design,
construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed at any time outstanding the greater of (i) $50.0 million and (ii) 3.5% of Consolidated Tangible Assets; 

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness
in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge any Indebtedness that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (3), (4), (5),
(12) or (15) of this Section 4.09(b); 
 (6) the incurrence by the Company or any of its
Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: 

(A) if the Company or any Guarantor is the obligor on such Indebtedness and any Restricted Subsidiary that is
not a Guarantor is the payee of such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the
case of a Guarantor; and 
 (B) (1) any subsequent issuance or transfer of Equity Interests that
results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

  
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 (7) the issuance by any of the Company’s Restricted
Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: 

(A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being
held by a Person other than the Company or a Restricted Subsidiary of the Company; and 
 (B) any sale or
other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company, 

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not
permitted by this clause (7); 
 (8) the incurrence by the Company or any of its Restricted Subsidiaries of
Hedging Obligations (which may, but need not be, under Credit Facilities) in the ordinary course of business and not for speculation; 

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

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

(12) (x) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which
such Restricted Subsidiary was acquired by the Company (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary of or was otherwise acquired by the Company) or (y) Indebtedness of the Company or any Restricted Subsidiary that is a Guarantor incurred to finance an acquisition; provided, however, that, in either case, after giving
effect to the transactions that result in the incurrence of such Indebtedness, on a pro forma basis, either (a) the Company would have been able to incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof or
(b) the Company’s Fixed Charge Coverage Ratio would not be less than immediately prior to such transactions; 

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

  
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 (14) Indebtedness of the Company or any Restricted Subsidiary to
the extent the net proceeds of such Indebtedness are deposited and used to defease, covenant defease or discharge the Notes pursuant to Article 8 or Article 11 hereto or the 2022 Senior Notes in the corresponding provisions of the 2022 Senior Notes
Indenture; and 
 (15) the incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness (which may, but need not, be pursuant to Credit Facilities) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (15), not to exceed the greater of (i) $60.0 million and (ii) 4.0% of Consolidated Tangible Assets. 

The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is
contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially
identical terms; provided, however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a first or junior
Lien basis. 
 For purposes of determining compliance with this Section 4.09, in the event that an item of proposed
Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company shall be permitted in its
sole discretion to divide, re-divide, classify or reclassify such Indebtedness, or later divide, re-divide, classify or reclassify such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities
outstanding on the Issue Date will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. Indebtedness permitted by this covenant need not be permitted
solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness. The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and
the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock
or preferred stock for purposes of this Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued to the extent included in the definition
of Fixed Charges. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be
calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such
Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in
effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness
being refinanced. Notwithstanding any other provision of this Indenture, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be or be deemed to be exceeded as a
result of fluctuations in exchange rates or currency values. 

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

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue
discount; 
 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the
lesser of: 
 (A) the Fair Market Value of such assets at the date of determination; and 

(B) the amount of the Indebtedness of the other Person. 

 

	Section 4.10	Asset Sales. 

 The Company will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (1) the Company (or the Restricted
Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (provided that Fair Market Value shall be
determined on the date of the contractual agreement for such Asset Sale); and 
 (2) at least 75% of the
consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following shall be deemed to be cash: 

(A) Cash Equivalents; 

(B) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or
any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to an agreement that releases the
Company or such Restricted Subsidiary from, or indemnifies the Company or such Restricted Subsidiary against, further liability; 

(C) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from
such transferee that are converted within 120 days by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; and 

(D) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this
Section 4.10. 
 Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the
applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: 
 (1) to repay or prepay
Indebtedness and other Obligations under a secured Credit Facility; 

  
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 (2) to acquire (including by way of a purchase of assets or
stock, merger, consolidation or otherwise), or enter into a binding commitment to acquire within 180 days thereafter, all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such
acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; 

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

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in
a Permitted Business; 
 (5) to replace properties and/or assets that were the subject of the Asset Sale; or

 (6) any combination of the foregoing. 

Pending the final application of any Net Proceeds, the Company or a restricted Subsidiary may temporarily reduce revolving
credit borrowings (under Credit Facilities or otherwise) or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this
Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, within five days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of
other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09
hereof (including the 2022 Senior Notes) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 

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

  
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	Section 4.11	Transactions with Affiliates. 

 (a) The Company will not, and will not
permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each an “Affiliate Transaction”) involving aggregate consideration in excess of $15.0 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 reasonably been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or if, in the good faith judgment of the Company’s Board of Directors, no
comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or the relevant Restricted Subsidiary from a financial point of view; and 

(2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause
(1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company. 

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions
of Section 4.11(a) hereof: 
 (1) any employment agreement, employee benefit plan, trustee or director
indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; 

(2) transactions between or among the Company and/or its Restricted Subsidiaries; 

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of
the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 

(4) payment of reasonable compensation or fees (including reimbursement of expenses) to directors or officers
of the Company and its Restricted Subsidiaries; 
 (5) any issuance of Equity Interests (other than
Disqualified Stock) of the Company to Affiliates of the Company; 
 (6) Restricted Payments that do not
violate Section 4.07 hereof; 
 (7) Permitted Investments that are permitted by this Indenture; 

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

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

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

(12) loans or advances to employees in the ordinary course of business not to exceed $5.0 million in the
aggregate at any one time outstanding. 
  

	Section 4.12	Liens.  

 The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly create, incur or assume any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens, unless all payments due under this Indenture and the Notes are secured on an equal and ratable
basis with the obligations so secured until such time as such obligations are no longer secured by a Lien. 
  

	Section 4.13	Business Activities. 

 The Company will not, and will not permit any of
its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 

 

	Section 4.14	Corporate Existence. 

 Subject to Article 5 hereof, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and effect: 
 (1) its corporate
existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and 

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

 provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 

  
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	Section 4.15	Offer to Repurchase Upon Change of Control. 

 (a) Upon the occurrence of
a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a
purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the
relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 20 days following any Change of Control, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating: 
 (1) that the Change of
Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; 

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) that any
Note not tendered will continue to accrue interest; 
 (4) that, unless the Company defaults in the payment
of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to
surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business
on the third Business Day preceding the Change of Control Payment Date; 
 (6) that Holders will be entitled
to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with
the provisions of Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.15 by virtue of
such compliance. 
 (b) On the Change of Control Payment Date, the Company will, to the extent lawful: 

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

  
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 (2) prior to 12 noon New York City time, deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and 

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’
Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 
 The
Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date. 
 (c) Notwithstanding anything to the contrary in this
Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements
set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07(c) hereof,
unless and until there is a default in payment of the applicable redemption price. 
 (d) Notwithstanding anything to the
contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such 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 closing date of any such Change of Control Offer made in advance of a Change of Control may be changed to conform to the actual closing date of the Change of Control, provided that such closing date is not
earlier than 30 days nor later than 60 days from the date the Change of Control Offer notice is mailed as described in the first paragraph of this section. 

(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw
such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described in Section 4.15(c) above, purchases all of the Notes validly tendered and not withdrawn by such
Holders, the Company or such third party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that
remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. 

 

	Section 4.16	Payments for Consent. 

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

  
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	Section 4.17	Limitation on Issuances of Guarantees of Indebtedness. 

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

 

	Section 4.18	Note Guarantees. 

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

	Section 4.19	Designation of Restricted and Unrestricted Subsidiaries. 

 The Board of
Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value
of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for
Restricted Payments under Section 4.07 hereof and/or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time
and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a
Default. 
 Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the
Trustee by filing with the Trustee within 45 days after the end of the fiscal quarter of the Company in which such designation was made a certified copy of a resolution of the Board of Directors giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the preceding conditions and did not violate Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the definition of an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if
such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only
be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or
Event of Default would be in existence following such designation. 

  
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	Section 4.20	Change in Covenants When Notes Rated Investment Grade 

 If on any date
following the Issue Date: 
 (a) the Notes are rated Baa3 or better by Moody’s and BBB- or better by S&P (or, if
either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” registered under
Section 15E of the Exchange Act selected by the Company as a replacement agency); and 
 (b) no Default or Event of
Default shall have occurred and be continuing, 
 then, beginning on that day and subject to the provisions of this Section 4.20, the
provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.17, 4.19 and 5.01(5) will be suspended (the “Suspended Covenants”). 

During any period that the Suspended Covenants have been suspended, the Company’s Board of Directors may not designate
any of its Subsidiaries as Unrestricted Subsidiaries pursuant Section 4.19 hereof or the definition of “Unrestricted Subsidiary.” 

Notwithstanding the foregoing, if on any subsequent date (the “Reinstatement Date”), the Notes cease to
maintain ratings of at least Baa3 and BBB- from Moody’s and S&P, respectively, the Suspended Covenants will be reinstituted as of and from the date of such rating decline, provided however that no Default, Event of Default or breach
of any kind shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of the Company or its Subsidiaries shall bear any liability for, any actions taken or events occurring
during the period of time that the Suspended Covenants were suspended, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. Calculations under the
reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the Issue Date. 
 The Company
shall deliver an Officers’ Certificate to the Trustee, specifying (i) if the Suspended Covenants will be suspended and the date thereof, (ii) if a Reinstatement Date has occurred and (iii) the dates of the commencement or ending
of any period of Suspended Covenants. The Trustee shall not have any duty to monitor whether or not a Suspended Covenant event or a Reinstatement Date has occurred or if a Suspended Covenant period has commenced or ended, nor any duty to notify the
Holders of the Notes of any of the foregoing. 
 ARTICLE 5 

SUCCESSORS 
  

	Section 5.01	Merger, Consolidation, or Sale of Assets. 

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

  
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 (1) either: 

(A) the Company is the surviving corporation; or 

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which
such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia, or the laws of Canada or any
province or territory thereof; 
 (2) the Person formed by or surviving any such consolidation or merger (if
other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant
to a supplemental indenture reasonably satisfactory to the Trustee; 
 (3) immediately after such
transaction, no Default or Event of Default exists; 
 (4) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; and 

(5) the Company or the Person formed by or surviving any such consolidation or merger (if other than the
Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) have had
a Fixed Charge Coverage Ratio not less than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period. 

In addition, the Company will not, directly or indirectly, lease all or substantially all of its properties or assets, in one
or more related transactions, to any other Person. 
 This Section 5.01 will not apply to: 

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another
jurisdiction; or 
 (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or
other disposition of assets between or among the Company and its Restricted Subsidiaries. 
  

	Section 5.02	Successor Corporation Substituted. 

 Upon any consolidation or merger, or
any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof,
the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the
Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved
from the obligation to pay the principal of, premium on, if any, and interest and Additional Interest, if any, on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof. 

  
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 ARTICLE 6 

DEFAULTS AND REMEDIES 
  

	Section 6.01	Events of Default. 

 Each of the following is an “Event of
Default”: 
 (1) default for 30 days in the payment when due of interest, or Additional Interest, if
any, on the Notes; 
 (2) default in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on the Notes; 
 (3) failure by the Company or any of its Restricted
Subsidiaries to comply with the provisions of Sections 4.10, 4.15 or 5.01 hereof; 
 (4) failure by the
Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other
agreements in this Indenture; 
 (5) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries),
whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: 

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

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

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $35.0 million or more; 

(6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or
courts of competent jurisdiction aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 

  
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 (7) the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 

(A) commences a voluntary case, 

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

(C) consents to the appointment of a custodian of it or for all or substantially all of its property, or 

(D) makes a general assignment for the benefit of its creditors; 

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

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

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

(C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 

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

(9) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee. 

 

	Section 6.02	Acceleration. 

 In the case of an Event of Default specified in clause
(7) or (8) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount
of the then outstanding Notes may declare all the Notes to be due and payable immediately. 
 Upon any such declaration, the
Notes shall become due and payable immediately. 

  
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 The Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. 
  

	Section 6.03	Other Remedies. 

 If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, or interest or Additional Interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law. 
  

	Section 6.04	Waiver of Past Defaults. 

 Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or
Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

 

	Section 6.05	Control by Majority. 

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

 

	Section 6.06	Limitation on Suits. 

 A Holder may pursue a remedy with respect to this
Indenture or the Notes only if: 
 (1) such Holder gives to the Trustee written notice that an Event of
Default is continuing; 
 (2) Holders of at least 25% in aggregate principal amount of the then outstanding
Notes make a written request to the Trustee to pursue the remedy; 
 (3) such Holder or Holders offer and
provide to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; 

  
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 (4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of security or indemnity; and 
 (5) during such 60-day period,
Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request. 

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or
priority over another Holder of a Note. 
  

	Section 6.07	Rights of Holders of Notes to Receive Payment. 

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

 

	Section 6.08	Collection Suit by Trustee. 

 If an Event of Default specified in
Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium on, if any, and
interest and Additional Interest, if any, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  

	Section 6.09	Trustee May File Proofs of Claim. 

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

  
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	Section 6.10	Priorities. 

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

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

Second:        to Holders of Notes for amounts due and unpaid on
the Notes for principal, premium, if any, and interest and Additional Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest and
Additional Interest, if any, respectively; and 

Third:        to the Company or to such party as a court of
competent jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of
Notes pursuant to this Section 6.10. 
  

	Section 6.11	Undertaking for Costs. 

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

ARTICLE 7 
 TRUSTEE 

 

	Section 7.01	Duties of Trustee. 

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

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated herein). 

  
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 (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
 (1) this paragraph
does not limit the effect of paragraph (b) of this Section 7.01; 
 (2) the Trustee will not be
liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so
provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 

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

	Section 7.02	Rights of Trustee. 

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

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

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any
agent appointed with due care. 
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. 

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request
or direction. 

  
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 (g) The Trustee shall not be required to give any note, bond or surety in respect
of the trusts and powers under this Indenture. 
 (h) The Trustee may request that the Company deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in such certificate previously delivered and not superseded. 

(i) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which
is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 

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

 

	Section 7.03	Individual Rights of Trustee. 

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

	Section 7.04	Trustee’s Disclaimer. 

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

	Section 7.05	Notice of Defaults. 

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

  
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	Section 7.06	Reports by Trustee to Holders of the Notes. 

 (a) Within 60 days after
each May 15 beginning with the May 15 following the Issue Date, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA
§313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA §313(b)(2). The Trustee will also transmit by
mail all reports as required by TIA §313(c). 
 (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA §313(d). The Company will promptly notify the Trustee when the Notes are
listed on any stock exchange. 
  

	Section 7.07	Compensation and Indemnity. 

 (a) The Company will pay to the Trustee
from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. 
 (b) The Company and the Guarantors will indemnify the Trustee and its officers,
directors, employees and agents against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of
enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in
the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be
unreasonably withheld. 
 (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive
the satisfaction and discharge of this Indenture. 
 (d) To secure the Company’s and the Guarantors’ payment
obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, or interest or Additional Interest,
if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. 

  
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 (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law. 
 (f) The Trustee will comply with the provisions of TIA §313(b)(2) to the extent applicable. 

 

	Section 7.08	Replacement of Trustee. 

 (a) A resignation or removal of the Trustee and
appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 

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

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

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law; 
 (3) a custodian or public officer takes charge of the Trustee or its
property; or 
 (4) the Trustee becomes incapable of acting. 

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will
promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

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

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its
succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 

  
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	Section 7.09	Successor Trustee by Merger, etc. 

 If the Trustee consolidates, merges
or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee. 

 

	Section 7.10	Eligibility; Disqualification. 

 There will at all times be a Trustee
hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. 

This Indenture will always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee
is subject to TIA §310(b). 
  

	Section 7.11	Preferential Collection of Claims Against Company. 

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

ARTICLE 8 
 LEGAL DEFEASANCE
AND COVENANT DEFEASANCE 
  

	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance. 

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

	Section 8.02	Legal Defeasance and Discharge. 

 Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from
their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the
Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes
of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 

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

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


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

(4) this Article 8. 

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

	Section 8.03	Covenant Defeasance. 

 Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations
under the covenants contained in Sections 4.03, 4.04, 4.07 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17., 4.18 and 4.19 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes, and the Guarantors shall be
deemed to have been discharged from their obligations with respect to all Note Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes
will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the
Company and the Restricted Subsidiaries may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except
as specified above, the remainder of this Indenture and such Notes will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through Section 6.01(6), Section 6.01(7) (solely with respect to Significant Subsidiaries or a group of Restricted Subsidiaries of the Company that,
taken together, would constitute a Significant Subsidiary), Section 6.01(8) (solely with respect to Significant Subsidiaries or a group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary)
and Section 6.01(9) hereof will not constitute Events of Default. 
  

	Section 8.04	Conditions to Legal or Covenant Defeasance. 

 In order to exercise either
Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 
 (1) the Company
must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium, if any, and interest and Additional Interest, if any, on, the outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; 

(2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an
Opinion of Counsel, reasonably acceptable to the Trustee, confirming that: 
 (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling; or 

  
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 (B) since the Issue Date, there has been a change in the
applicable federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of
an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel, reasonably acceptable to the Trustee, confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any
Guarantor is a party or by which the Company or any Guarantor is bound; 
 (5) such Legal Defeasance or
Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the
Company or any of its Restricted Subsidiaries is bound; 
 (6) the Company must deliver to the Trustee an
Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors
of the Company or others; and 
 (7) the Company must deliver to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  

	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 


Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied
by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes
of all sums due and to become due thereon in respect of principal, premium, if any, and interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. 

  
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 The Company will pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law
is for the account of the Holders of the outstanding Notes. 
 Notwithstanding anything in this Article 8 to the contrary,
the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
  

	Section 8.06	Repayment to Company. 

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

 

	Section 8.07	Reinstatement. 

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

AMENDMENT, SUPPLEMENT AND WAIVER 
  

	Section 9.01	Without Consent of Holders of Notes. 

 Notwithstanding Section 9.02
hereof, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Note: 

(1) to cure any ambiguity, defect or inconsistency, as evidenced by an Officers’ Certificate; 

  
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 (2) to provide for uncertificated Notes in addition to or in
place of certificated Notes, in order to comply with any Applicable Procedures, or otherwise alter the provisions of Article 2 hereof in a manner that does not materially adversely affect any Holder; 

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the
Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; 

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that
does not, in the good faith determination of the Board of Directors of the Company, adversely affect the legal rights hereunder of any Holder in any material respect; 

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture
under the TIA; 
 (6) to conform the text of this Indenture or the Notes to any provision of the
“Description of Notes” section of the Company’s Offering Memorandum dated November 18, 2014, relating to the offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a
verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes, as evidenced in an Officers’ Certificate; 

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this
Indenture as of the Issue Date; or 
 (8) to allow any Restricted Subsidiary to execute a supplemental
indenture and/or a Note Guarantee with respect to the Notes. 
 Upon the request of the Company accompanied by a resolution
of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in
the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to
enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
  

	Section 9.02	With Consent of Holders of Notes. 

 Except as provided below in this
Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or
Additional Interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the
Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with the purchase
of, or tender offer or exchange offer for, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 

  
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 Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. 

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any
proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such
notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of
the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to
the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof); 

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

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

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of
Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes; 

(7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10
and 4.15 hereof); 

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

	Section 9.03	Compliance with Trust Indenture Act. 

 Every amendment or supplement to
this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as then in effect. 
  

	Section 9.04	Revocation and Effect of Consents. 

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

	Section 9.05	Notation on or Exchange of Notes. 

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

	Section 9.06	Trustee to Sign Amendments, etc. 

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

  
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 ARTICLE 10 

NOTE GUARANTEES 

Section 10.01 Guarantee. 

(a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

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

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that
same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will
be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity
or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance
of the obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court
or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. 
 (d) Each Guarantor agrees
that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the Note Guarantee. 

  
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	Section 10.02	Limitation on Guarantor Liability. 

 Each Guarantor, and by its
acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that
the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect
to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its
Note Guarantee not constituting a fraudulent transfer or conveyance. 
  

	Section 10.03	Execution and Delivery of Note Guarantee. 

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

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

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

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

 Except as otherwise
provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other
than the Company or another Guarantor, unless: 
 (1) immediately after giving effect to such transaction, no
Default or Event of Default exists; and 
 (2) either: 

(A) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or
the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture and its Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental
indenture in the form and substance set forth in Exhibit F hereto; or 

  
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 (B) the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. 

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and in the form and substance set forth in Exhibit F hereto, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture
to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the
Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and
benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this
Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor. 
  

	Section 10.05	Releases. 

 (a) In the event of any sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect
to such transaction) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the
corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net
Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any
documents reasonably requested by the Company, at the Company’s expense, in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. 

(b) Upon designation by the Company of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. 

(c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this
Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain
liable for the full amount of principal of, premium on, if any, and interest and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 

  
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 ARTICLE 11 

SATISFACTION AND DISCHARGE 
  

	Section 11.01	Satisfaction and Discharge. 

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

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

(B) all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable ,
(b) will become due and payable at their Stated Maturity within one year or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company; 
 (2) the Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient (as determined by the Company),
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 Stated
Maturity or redemption date; 
 (3) no Default or Event of Default has occurred and is continuing on the date
of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which
the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 
 (4) the Company
or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; 
 (5) the
Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and 

(6) the Company has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating
that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 of
this Indenture, that, by their terms, survive the satisfaction and discharge of this Indenture. 

  
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	Section 11.02	Application of Trust Money. 

 Subject to the provisions of
Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest and Additional Interest, if any, for whose payment such
money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01
hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under
this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium on, if any, or interest or
Additional Interest, if any, on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee
or Paying Agent. 
 ARTICLE 12 

MISCELLANEOUS 
  

	Section 12.01	Trust Indenture Act Controls. 

 If any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control. 
  

	Section 12.02	Notices. 

 Any notice or communication by the Company, any Guarantor or
the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the
others’ address: 
 If to the Company and/or any Guarantor: 

Mercer International Inc. 

14900 Interurban Avenue South, Suite 282 

Seattle, Washington 98168 

Attention: Chief Financial Officer 

Facsimile No.: (604) 683-3205 

with copies to: 

Mercer International Inc. 

Suite 1120 

700 West Pender Street 

Vancouver, British Columbia 

Canada V6C 1G8 

  
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 Attention: Chief Financial Officer 

Facsimile No.: (604) 684-1094 

and 

Sangra, Moller 

Barristers & Solicitors 

1000 Cathedral Place 

925 West Georgia Street 

Vancouver, British Columbia 

Canada V6C 3L2 

Attention: Harjit Sangra 

Facsimile No.: (604) 669-8803 

If to the Trustee: 

Wells Fargo Bank, National Association 

333 S. Grand Avenue, 5th Floor Suite 5A 

Los Angeles, CA 90071 

MAC E2064-05A 

Attention: Corporate, Municipal & Escrow Services 

Facsimile No.: (213) 253-7598 

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for
subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) will be deemed to
have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
 Any notice or
communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or
communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to
other Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it. 
 If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time. 
  

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

 Holders
may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c). 

  
 85 









	Section 12.04	Certificate and Opinion as to Conditions Precedent. 

 Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 

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

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
  

	Section 12.05	Statements Required in Certificate or Opinion. 

 Each certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) must comply with the provisions of TIA §314(e) and must include: 

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

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

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

	Section 12.06	Rules by Trustee and Agents. 

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

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


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

 

	Section 12.08	Governing Law. 

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

  
 86 









	Section 12.09	Waiver of Jury Trial. 

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

 

	Section 12.10	Force Majeure. 

 In no event shall the Trustee be responsible or liable
for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of
war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. 

 

	Section 12.11	USA Patriot Act. 

 The parties hereto acknowledge that in accordance with
Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or
legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may reasonably require in order for the Trustee to satisfy the
requirements of the U.S.A. Patriot Act. 
  

	Section 12.12	No Adverse Interpretation of Other Agreements. 

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

 

	Section 12.13	Successors. 

 All agreements of the Company in this Indenture and the
Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof. 

 

	Section 12.14	Severability. 

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

	Section 12.15	Counterpart Originals. 

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

  
 87 









	Section 12.16	Table of Contents, Headings, etc. 

 The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or
provisions hereof. 
 [Signatures on following page] 

  
 88 








 SIGNATURES 

Dated as of November 26, 2014 
  

			
	 MERCER INTERNATIONAL INC.

		
	 By:
	 	 /s/ David M. Gandossi

	 Name:
	 	 David M. Gandossi

	 Title:
	 	 Secretary and Chief Financial Officer



  

			
	 WELLS FARGO BANK, National Association

	
	 As Trustee,

		
	 By:
	 	 /s/ Maddy Hall

	 Name:
	 	 Maddy Hall

	 Title:
	 	 Vice President










 EXHIBIT A 
  

[Face of Note] 
  

CUSIP/CINS                      

7.000% Senior Notes due 2019 
  

			
	No.     	 	$                    

 MERCER INTERNATIONAL INC. 

promises to pay to [                    ] or
registered assigns, 
 the principal sum of
                                         
                                         
                                         
                                      DOLLARS on
December 1, 2019. 
 Interest Payment Dates: June 1 and December 1 

Record Dates: May 15 and November 15 
 Dated:
                    ,          

 

			
	 MERCER INTERNATIONAL INC.

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

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

	
	 Wells Fargo Bank, National Association, as Trustee

		
	 By:
	 	  

		 	Authorized Signatory

  
  

  
 A-1 








 EXHIBIT A 
  

[Back of Note] 
 7.000%
Senior Notes due 2019 
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise
indicated. 
 (1) INTEREST. Mercer International Inc., a Washington
corporation (the “Company”), promises to pay interest on the principal amount of this Note at 7.000% per annum from November 26, 2014 until maturity and shall pay the Additional Interest, if any, payable pursuant to the
Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided further that the first Interest Payment Date shall be June 1, 2015. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. 
 (2) METHOD OF PAYMENT. The
Company will pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 15 or November 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal,
premium, if any, and interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional
Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium
on, if any, and interest and Additional Interest, if any, on all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and private debts. 

(3) PAYING AGENT AND
REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity. 
 (4)
INDENTURE. The Company issued the Notes under an Indenture dated as of November 26, 2014 (the “Indenture”) between the Company and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note is
inconsistent with or conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate principal
amount of Notes that may be issued thereunder. 

  
 A-2 








 EXHIBIT A 
  

(5) OPTIONAL REDEMPTION. 

 

	 	(a)	 Except as set forth in subparagraphs (b) and (c) of this Paragraph 5 and subparagraph (a) of Paragraph 7, the Company will not have
the option to redeem the Notes prior to December 1, 2016. On or after December 1, 2016, the Company will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest (including Additional Interest, if any) on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period
beginning on December 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 



 

					
	 Year
	  	Percentage	 
	 2016
	  	 	103.500	% 
	 2017
	  	 	101.750	% 
	 2018 and thereafter
	  	 	100.000	% 

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

	 	(b)	 Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to December 1, 2016, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company at a redemption price equal to 107.000%
of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date; provided that at least 65% in aggregate principal amount of the Notes issued under the Indenture (excluding
Notes held by the Company and its Subsidiaries but including any Additional Notes issued under the Indenture) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the
closing of such sale of Equity Interests. 


  

	 	(c)	 Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to December 1, 2016, the Company may on any one
or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice to the Holders, 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 (but not including) the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.




  
 A-3 








 EXHIBIT A 
  

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

	 	(a)	 If there is a Change of Control, as and to the extent required by Section 4.15 of the Indenture, the Company will be required to make an offer
(a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date
(the “Change of Control Payment”). Within 20 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. A
Change of Control Offer may be made in advance of a Change in Control, conditioned upon the consummation of such 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
closing date of any such Change of Control Offer made in advance of a Change of Control may be changed to conform to the actual closing date of the Change of Control, provided that such closing date is not earlier than 30 days nor later than
60 days from the date the Change of Control Offer notice is mailed. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or
any third party making a Change of Control Offer in lieu of the Company as described in Section 4.15(c) of the Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have
the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in
cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. 


  

	 	(b)	 If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the aggregate amount
of Excess Proceeds exceeds $30.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional
Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if
any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset
Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 



  
 A-4 








 EXHIBIT A 
  

(8) NOTICE OF REDEMPTION. Notice of
redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess
thereof, unless all of the Notes held by a Holder are to be redeemed. 
 Any such redemption may, at the
Company’s discretion, be subject to one or more conditions precedent, including any related sale of Equity Interests (other than Disqualified Stock) or a Change of Control. In addition, if such redemption is subject to the satisfaction of one
or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be
satisfied or waived (provided that in no event shall such redemption date be delayed to a date later than 60 days after the date on which such notice was mailed), or such redemption may not occur and such notice may be rescinded in the event
that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed. 

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The
Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange
or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15
days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

(10) PERSONS DEEMED OWNERS. The registered
Holder of a Note may be treated as its owner for all purposes. 
 (11) AMENDMENT,
SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture or the Notes or the
Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the
Indenture or the Notes or the Note Guarantees may be amended or supplemented: (i) to cure any ambiguity, defect or inconsistency, as evidenced by an Officers’ Certificate; (ii) to provide for uncertificated Notes in addition to or in
place of certificated Notes, or in order to comply with any Applicable Procedures, or otherwise alter the provisions of Article 2 of the Indenture in a manner that does not materially adversely affect any Holder; (iii) to provide for the
assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation; (iv) to make any change that would provide any additional rights or benefits to the Holders of
the Notes or that does not, in the good faith determination of the Board of Directors of the Company, adversely affect the legal rights under the Indenture of any Holder in any material respect; (v) to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA; (vi) to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum
dated November 18, 2014 relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or
the Notes, as evidenced in an Officers’ Certificate; (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; or (viii) to allow any Restricted Subsidiary to execute a
supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes. 

  
 A-5 








 EXHIBIT A 
  

(12) DEFAULTS AND REMEDIES. Events of
Default include: (i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; (ii) default in the payment when due of the principal of, or premium, if any, on the Notes when the same becomes due
and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture;
(iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then
outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company or its Restricted Subsidiaries which default is
caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or results in the acceleration of such Indebtedness
prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest or Additional Interest, if any) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest, if any, or premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

  
 A-6 








 EXHIBIT A 
  

(13) TRUSTEE DEALINGS WITH
COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee. 
 (14) NO RECOURSE
AGAINST OTHERS. A director, trustee, officer, employee, incorporator or stockholder of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or
the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes. 
 (15)
AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 

(16) ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

 (17) ADDITIONAL RIGHTS OF HOLDERS
OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of November 26, 2014, among the Company and the other parties named
on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company and the
other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”). 

(18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

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

  
 A-7 








 EXHIBIT A 
  

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

14900 Interurban Avenue South, Suite 282 

Seattle, Washington 98168 

Attention: Chief Financial Officer 

with a copy to: 

Mercer International Inc. 

Suite 1120 

700 West Pender Street 

Vancouver, British Columbia 

Canada V6C 1G8 

Attention: Chief Financial Officer 

  
 A-8 








 EXHIBIT A 
  

ASSIGNMENT FORM 

Mercer International Inc. 7.000% Senior Notes due 2019 

To assign this Note, fill in the form below: 
  

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

		 	(Insert assignee’s legal name)

  

                       
                                         
                                         
                                         
                                         
                            

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

                       
                                         
                                         
                                         
                                         
                            
  

                       
                                         
                                         
                                         
                                         
                            
  

                       
                                         
                                         
                                         
                                         
                            
  

                       
                                         
                                         
                                         
                                         
                            

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

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

Date:
                                     

 

			
	Your Signature:
                                         
                                        

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


 Signature Guarantee*:
                                         
                
  

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



  
 A-9 








 EXHIBIT A 
  

OPTION OF HOLDER TO ELECT PURCHASE 

Mercer International Inc. 7.000% Senior Notes due 2019 

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

			
	 ¬Section 4.10
	 	 ¬Section 4.15


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

$                     

Date:
                                         
    

Your Signature:                 
                                         
                            

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

Tax Identification No.:              
                                         
                   
 Signature Guarantee*:
                                         
    
  

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



  
 A-10 








 EXHIBIT A 
  

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

 

									
	 Date of Exchange
	 	
Amount of decrease in
Principal Amount of

this Global Note
	 	
Amount of increase in
Principal Amount of

this Global Note
	 	 Principal Amount

of this Global Note
following such

decrease (or increase)
	 	 Signature of authorized
officer of Trustee
or Custodian

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

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



  
 A-11 








 EXHIBIT B 
  

FORM OF CERTIFICATE OF TRANSFER 

[Company address block] 

Wells Fargo Bank – DAPS Reorg. 

MAC N9303-121 
 608 2nd Avenue
South 
 Minneapolis, MN 55479 

Telephone No.: (877) 872-4605 

Fax No.: (866) 969-1290 
 Email:
DAPSReorg@wellsfargo.com 
 Re: 7.000% Senior Notes due 2019 

Reference is hereby made to the Indenture, dated as of November 26, 2014 (the “Indenture”), among Mercer
International Inc., as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture. 

                    
            , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of
$            in such Note[s] or interests (the “Transfer”), to
                                        
(the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 

[CHECK ALL THAT APPLY] 

1.  ̈ Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act. 
 2.  ̈ Check if Transferee will take delivery of a
beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any
Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the
Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act. 

  
 B-1 








 EXHIBIT B 
  

3.  ̈ Check and complete if Transferee will take delivery of a beneficial
interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor
hereby further certifies that (check one): 
 (a)  ̈ such
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
 or 

(b)  ̈ such Transfer is being effected to the Company or a
subsidiary thereof; 
 or 

(c)  ̈ such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
 or 

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

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

  
 B-2 








 EXHIBIT B 
  

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

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

 

			
	  

	 [Insert Name of Transferor]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 Dated:
                     
  

			
	 Signature Guarantee*:
	 	  


  

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



  
 B-3 








 EXHIBIT B 
  

ANNEX A TO CERTIFICATE OF TRANSFER 
  

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



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

	 	(a)	  ̈ a beneficial interest in the: 



 

	 	(i)	  ̈ 144A Global Note (CUSIP
                    ), or 


  

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


  

	 	(iii)	  ̈ IAI Global Note (CUSIP
                    ); or 


  

	 	(b)	  ̈ a Restricted Definitive Note. 



 

	 	2.	 After the Transfer the Transferee will hold: 



[CHECK ONE] 
  

	 	(a)	  ̈ a beneficial interest in the: 



 

	 	(i)	  ̈ 144A Global Note (CUSIP
                    ), or 


  

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


  

	 	(iii)	  ̈ IAI Global Note (CUSIP
                    ); or 


  

	 	(iv)	  ̈ Unrestricted Global Note (CUSIP
                    ); or 


  

	 	(b)	  ̈ a Restricted Definitive Note; or 



 

	 	(c)	  ̈ an Unrestricted Definitive Note, 



in accordance with the terms of the Indenture. 

  
 B-4 








 EXHIBIT C 
  

FORM OF CERTIFICATE OF EXCHANGE 

[Company address block] 

Wells Fargo Bank – DAPS Reorg. 

MAC N9303-121 
 608 2nd Avenue
South 
 Minneapolis, MN 55479 

Telephone No.: (877) 872-4605 

Fax No.: (866) 969-1290 

Email: DAPSReorg@wellsfargo.com 

Re: 7.000% Senior Notes due 2019 

(CUSIP [            ]) 

Reference is hereby made to the Indenture, dated as of November 26, 2014 (the “Indenture”), among Mercer
International Inc., as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture. 

                    
            , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of
$             in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted
Definitive Notes or Beneficial Interests in an Unrestricted Global Note 
 (a)
 ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

  
 C-1 








 EXHIBIT C 
  

(c)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States. 
 (d)
 ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive
Notes or Beneficial Interests in Restricted Global Notes 
 (a)  ̈
Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an
equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the
Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

(b)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note,  ̈ Regulation S Global Note,  ̈ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 

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

 

			
		 	  

		 	 [Insert Name of Transferor]

		
	 By:
	 	  




  
 C-2 








 EXHIBIT C 

 

			
	 Name:
	 	
	 Title:
	 	


 Dated:
                         
  

			
	 Signature Guarantee*:
	 	
             


  

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



  
 C-3 








 EXHIBIT D 
  

FORM OF CERTIFICATE FROM 
 ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR 
 [Company address block] 

Wells Fargo Bank – DAPS Reorg. 

MAC N9303-121 
 608 2nd Avenue
South 
 Minneapolis, MN 55479 

Telephone No.: (877) 872-4605 

Fax No.: (866) 969-1290 

Email: DAPSReorg@wellsfargo.com 

Re: 7.000% Senior Notes due 2019 

Reference is hereby made to the Indenture, dated as of November 26, 2014 (the “Indenture”), among Mercer
International Inc., as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture. 
 In connection with our proposed purchase of
$             aggregate principal amount of: 
  

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



 

	 	(b)	  ̈ a Definitive Note, 



we confirm that: 

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and
conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the “Securities Act”). 
 2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional
buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed
letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any
Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein. 

  
 D-1 








 EXHIBIT D 
  

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

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
		 	  

		 	 [Insert Name of Accredited Investor]



  

			
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 Dated:
                     
  

			
	 Signature Guarantee*:
	 	
             


  

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



  
 D-2 








 EXHIBIT E 
  

FORM OF NOTATION OF GUARANTEE 

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of November 26, 2014 (the “Indenture”) between Mercer International Inc. (the
“Company”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium on, if any, and interest and Additional Interest, if any, on the
Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and
the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. 

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

 

			
	[NAME OF GUARANTOR(S)]
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



  
 E-1 








 EXHIBIT F 
  

FORM OF SUPPLEMENTAL INDENTURE 
 TO
BE DELIVERED BY SUBSEQUENT GUARANTORS 
 SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of                     , 201    , among
                             (the “Guaranteeing Subsidiary”), a subsidiary of
                             (or its permitted successor), a
                     corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to
herein) and                             , as trustee under the Indenture referred to below (the
“Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”),
dated as of November 26, 2014, providing for the issuance of 7.000% Senior Notes due 2019 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note
Guarantee”), which constitutes a valid, legally binding obligation of the Company and the Guaranteeing Subsidiary, enforceable against them in accordance with its terms; 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture. 
 2. AGREEMENT TO GUARANTEE. The
Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 

4. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture
or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 

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

  
 F-1 








 EXHIBIT F 
  

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. 
 7. EFFECT OF
HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 

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

 

			
	 [GUARANTEEING SUBSIDIARY]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 MERCER INTERNATIONAL INC.

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 [EXISTING GUARANTORS]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 [TRUSTEE],

	 as Trustee

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



  
 F-2