Exhibit 4.1

Execution Version

COOPER-STANDARD AUTOMOTIVE INC.

as Issuer,

the Guarantors named herein

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee and Collateral Agent

______________________________________

INDENTURE

Dated as of March 4, 2026

______________________________________

9.250% Senior Secured First Lien Notes due 2031

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TABLE OF CONTENTS

Page

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions.1

Section 1.02Rules of Construction.46

ARTICLE II.

THE SECURITIES

Section 2.01Amount of Notes.47

Section 2.02Form and Dating; Legends.48

Section 2.03Execution and Authentication.48

Section 2.04Registrar and Paying Agent.49

Section 2.05Paying Agent To Hold Money in Trust.50

Section 2.06Noteholder Lists.50

Section 2.07Transfer and Exchange.50

Section 2.08Replacement Notes.51

Section 2.09Outstanding Notes.51

Section 2.10Treasury Notes.52

Section 2.11Temporary Notes.52

Section 2.12Cancellation.52

Section 2.13Defaulted Interest.52

Section 2.14CUSIP and ISIN Numbers.53

Section 2.15Deposit of Moneys.53

Section 2.16Book-Entry Provisions for Global Notes.54

Section 2.17Transfer and Exchange of Notes.55

Section 2.18Computation of Interest.61

Section 2.19Additional Amounts.61

ARTICLE III.

REDEMPTION

Section 3.01Election To Redeem; Notices to Trustee.64

Section 3.02Selection by Trustee of Notes To Be Redeemed or

Purchased.64

Section 3.03Notice of Redemption.65

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Section 3.04Effect of Notice of Redemption or Purchase.67

Section 3.05Deposit of Redemption or Purchase Price.67

Section 3.06Notes Redeemed or Purchased in Part.68

Section 3.07Mandatory Redemption; Open Market Purchases.68

ARTICLE IV.

COVENANTS

Section 4.01Payment of Notes.68

Section 4.02Maintenance of Office or Agency.69

Section 4.03Legal Existence.69

Section 4.04Waiver of Stay, Extension or Usury Laws.70

Section 4.05Compliance Certificate.70

Section 4.06Taxes.70

Section 4.07Repurchase at the Option of Holders upon Change of

Control.70

Section 4.08Limitation on Asset Disposition.73

Section 4.09Limitation on Indebtedness, Disqualified Stock and

Preferred Stock.77

Section 4.10Limitation on Restricted Payments.83

Section 4.11Limitation on Restrictions on Distributions from Restricted

Subsidiaries.88

Section 4.12Limitation on Affiliate Transactions.92

Section 4.13Limitation on Liens.93

Section 4.14Limitation on Activities of Parent and Holdings.100

Section 4.15Additional Note Guarantees.101

Section 4.16Reports to Holders.101

Section 4.17Suspension of Covenants.103

ARTICLE V.

SUCCESSOR COMPANY

Section 5.01Merger, Consolidation or Sale of Assets.104

Section 5.02Successor Person Substituted.106

ARTICLE VI.

DEFAULTS AND REMEDIES

Section 6.01Events of Default.106

Section 6.02Acceleration of Maturity; Rescission.109

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Section 6.03Other Remedies.111

Section 6.04Waiver of Existing Defaults and Events of Default.111

Section 6.05Control by Majority.112

Section 6.06Limitation on Suits.112

Section 6.07No Personal Liability of Directors, Officers, Employees and

Stockholders.113

Section 6.08Rights of Holders To Receive Payment.113

Section 6.09Collection Suit by Trustee.113

Section 6.10Trustee May File Proofs of Claim.113

Section 6.11Priorities.114

Section 6.12Undertaking for Costs.114

ARTICLE VII.

TRUSTEE AND COLLATERAL AGENT

Section 7.01Duties of Trustee and Collateral Agent.115

Section 7.02Rights of Trustee and Collateral Agent.117

Section 7.03Individual Rights of Trustee.119

Section 7.04Disclaimer.119

Section 7.05Notice of Defaults.119

Section 7.06[Reserved].119

Section 7.07Compensation and Indemnity.119

Section 7.08Replacement of Trustee or Collateral Agent.121

Section 7.09Successor by Consolidation, Merger, etc.122

Section 7.10Eligibility; Disqualification.122

Section 7.11[Reserved.]123

Section 7.12Paying Agents.123

ARTICLE VIII.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 8.01Without Consent of Noteholders.123

Section 8.02With Consent of Noteholders.125

Section 8.03[Reserved].127

Section 8.04Revocation and Effect of Consents.127

Section 8.05Notation on or Exchange of Notes.127

Section 8.06Trustee and Collateral Agent to Sign Amendments, etc.127

ARTICLE IX.

DISCHARGE OF INDENTURE; DEFEASANCE

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Page

Section 9.01Discharge of Indenture.128

Section 9.02Legal Defeasance.129

Section 9.03Covenant Defeasance.130

Section 9.04Conditions to Defeasance or Covenant Defeasance.130

Section 9.05Deposited Money and U.S. Government Obligations To Be

Held in Trust.132

Section 9.06Reinstatement.132

Section 9.07Moneys Held by Paying Agent.132

Section 9.08Moneys Held by Trustee.133

ARTICLE X.

GUARANTEE OF SECURITIES

Section 10.01Guarantee.133

Section 10.02Execution and Delivery of Note Guarantee.134

Section 10.03Release of Guarantors.134

Section 10.04Waiver of Subrogation.136

Section 10.05[Reserved].137

Section 10.06Limitation on Guarantor’s Liability; Certain Foreign

Guarantor Considerations.137

ARTICLE XI.

COLLATERAL AND SECURITY

Section 11.01Collateral.137

Section 11.02Maintenance of Collateral.138

Section 11.03Further Assurances.138

Section 11.04After-Acquired Collateral.139

Section 11.05Real Estate Mortgages and Filings.140

Section 11.06Negative Pledge.141

Section 11.07Release of Liens on the Collateral.141

Section 11.08Authorization of Actions to be Taken by the Trustee or the

Collateral Agent under the First Lien Notes Security

Documents.142

Section 11.09Information Regarding Collateral.143

Section 11.10First Lien Notes Security Documents.144

Section 11.11Collateral Agent.144

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ARTICLE XII.

MISCELLANEOUS

Section 12.01Currency Indemnity.144

Section 12.02Notices.145

Section 12.03Communications by Holders with Other Holders.147

Section 12.04Certificate and Opinion as to Conditions Precedent.147

Section 12.05Statements Required in Certificate and Opinion.147

Section 12.06Rules by Trustee and Agents.148

Section 12.07Business Days; Legal Holidays.148

Section 12.08Governing Law; Submission to Jurisdiction.148

Section 12.09No Adverse Interpretation of Other Agreements.148

Section 12.10Successors.148

Section 12.11Multiple Counterparts.148

Section 12.12Table of Contents, Headings, etc.149

Section 12.13Separability.149

Section 12.14Waiver of Jury Trial.149

Section 12.15Force Majeure.149

Section 12.16Trust Indenture Act.150

Section 12.17U.S.A. Patriot Act.150

SIGNATURESS-1

EXHIBITS

Exhibit A.Form of NoteA-1

Exhibit B.Form of Private Placement LegendB-1

Exhibit C.Form of Legend for Global NoteC-1

Exhibit D.Form of Regulation S LegendD-1

Exhibit E.Form of Certificate of TransferE-1

Exhibit F.Form of Certificate of ExchangeF-1

Exhibit G.Form of Supplemental Indenture to be Delivered by

Subsequent Guarantors G-1

INDENTURE, dated as of March 4, 2026 among Cooper-Standard Automotive Inc.,

an Ohio corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust

Company, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in

such capacity, the “Collateral Agent”).

Each party agrees as follows for the benefit of the other parties and for the equal and

ratable benefit of the Holders.

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions.

“ABL Collateral” means the following assets of the Issuer and the Guarantors (to the

extent such Guarantors also guarantee the ABL Credit Facility): (a) all accounts receivable (except

to the extent constituting proceeds of equipment, real property, or intellectual property); (b) all

inventory; (c) all instruments, chattel paper and other contracts, in each case, evidencing, or

substituted for, any accounts receivable; (d) all guarantees, letters of credit, security and other credit

enhancements in each case for the accounts receivable; (e) all documents of title for any inventory;

(f) all commercial tort claims and general intangibles (other than intellectual property and Capital

Stock) to the extent relating to any of the accounts receivable or inventory; (g) all bank accounts or

Securities Accounts into which any proceeds of accounts receivable or inventory are deposited

(including all cash and other funds on deposit therein, except to the extent constituting identifiable

proceeds of the Fixed Asset Collateral) but excluding Excluded Deposit Accounts (as defined in the

First Lien Security Agreement); (h) all tax refunds (except to the extent derived from an identifiable

sale of equipment, real property or intellectual property and not from any other ABL Collateral); (i)

all books and records relating to any of the foregoing; and (j) all substitutions, replacements,

accessions, products or proceeds (including, without limitation, insurance proceeds) of any of the

foregoing, in each case, other than Excluded Assets; provided further that the ABL Collateral

excludes all interests in the Issuer’s and the Guarantors’ real property, whether owned or leased.

“ABL Collateral Agent” means Bank of America, N.A. and its successors and

assigns in that capacity and any collateral agent under any agreement that constitutes the ABL

Credit Facility.

“ABL Credit Facility” means that certain third amended and restated loan agreement,

dated as of November 2, 2016, by and among Holdings, the Issuer, the other borrowers party

thereto, the guarantors party thereto, Bank of America, N.A., as agent, and the lenders and other

parties party thereto, and including any related notes, guarantees, collateral documents, instruments

and agreements executed in connection therewith, and, in each case, as amended by amendment no.

1 to third amended and restated loan agreement and limited waiver, dated as of March 24, 2020,

amendment no. 2 to third amended and restated loan agreement, dated as of May 18, 2020,

amendment no. 3 to third amended and restated loan agreement, dated as of December 19, 2022,

amendment no. 4 to third amended and restated loan agreement, dated as of May 6, 2024, and

amendment no. 5 to third amended and restated loan agreement, dated as of the Issue Date, and as

further amended, restated, supplemented, waived, renewed or otherwise modified from time to time,

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and (if designated by the Issuer) as replaced (whether or not upon termination, and whether with the

original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from

time to time, including (if designated by the Issuer) any agreement or indenture or commercial

paper facilities or other facilities with banks or other institutional lenders or investors extending the

maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the

Indebtedness under such agreement or agreements or indenture or indentures or any successor or

replacement agreement or agreements or indenture or indentures or increasing the amount loaned or

issued thereunder permitted under Section 4.09 or altering the maturity thereof or adding Restricted

Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other

agent, lender or group of lenders.

“ABL Debt” means:

(1)Indebtedness (including letters of credit and reimbursement obligations with

respect thereto) and other obligations incurred by the ABL Loan Parties under or in respect

of the ABL Credit Facility and/or secured by the ABL Security Documents; and

(2)guarantees by any Restricted Subsidiary in respect of any of the obligations

described in the foregoing clause (1).

“ABL Documents” means, collectively, the ABL Credit Facility, the Intercreditor

Agreement and the credit agreement or other agreement governing other ABL Debt and the security

documents related to the foregoing.

“ABL Loan Parties” means, collectively, Holdings, the Issuer and the other

borrowers and guarantors under the ABL Credit Facility.

“ABL Obligations” means ABL Debt and all other Obligations in respect thereof,

including Cash Management Obligations and Hedging Obligations.

“ABL Security Documents” means all security agreements, pledge agreements,

control agreements, collateral assignments, mortgages, deeds of trust, security deeds, deeds to

secure debt, hypothecs, collateral agency agreements, debentures or other instruments, pledges,

grants or transfers for security or agreements related thereto executed and delivered by the Issuer or

any Guarantor creating or perfecting (or purporting to create or perfect) a Lien upon collateral

(including, without limitation, financing statements under the UCC) in favor of the ABL Collateral

Agent, for the benefit of any of the Holders of ABL Debt, in each case, as amended, modified,

restated, supplemented or replaced, in whole or in part, from time to time, in accordance with its

terms and the applicable ABL Documents subject to the terms of the Intercreditor Agreement, as

applicable.

“Accounting Change” has the meaning set forth in the definition of “GAAP.”

“Additional Amounts” has the meaning set forth in Section 2.19.

“Additional Assets” means:

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(1)any property or assets (other than Indebtedness and Capital Stock)  to be used

by the Issuer or a Restricted Subsidiary;

(2)the Capital Stock of a Person that becomes a Restricted Subsidiary as a result

of the acquisition of such Capital Stock by the Issuer or another Restricted Subsidiary; or

(3)Capital Stock constituting a non-controlling interest in any Person that at

such time is a Restricted Subsidiary.

“Additional Notes” has the meaning set forth in Section 2.01.

“Advance Offer” has the meaning set forth in Section 4.08.

“Advance Portion” has the meaning set forth in Section 4.08.

“Advisory Firm” means an accounting, appraisal, investment banking firm or

consultant of nationally recognized standing that is, in the good faith judgment of the Issuer,

qualified to perform the task for which it has been engaged.

“Affiliate” of any specified Person means any other Person directly or indirectly

controlling or controlled by or under direct or indirect common control with such specified Person.

For purposes of this definition, “control,” as used with respect to any Person, means the possession,

directly or indirectly, of the power to direct or cause the direction of the management or policies of

such Person, whether through the ownership of voting securities, by agreement or otherwise.  For

purposes of this definition, the terms “controlling,” “controlled by” and “under common control

with” have correlative meanings.

“Affiliate Transaction” has the meaning set forth in Section 4.12.

“Agent” means any Registrar, Paying Agent, Depository Custodian, or agent for

service or notices and demands.

“Agent Members” has the meaning set forth in Section 2.16.

“amend” means to amend, supplement, restate, amend and restate or otherwise

modify; and “amendment” shall have a correlative meaning.

“Applicable Treasury Rate” for any Make-Whole Redemption Date means the yield

to maturity at the time of computation of United States Treasury securities with a constant maturity

(as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that

has become publicly available at least two Business Days prior to the Make-Whole Redemption

Date (or, if such Statistical Release is no longer published, any publicly available source of similar

market data)) most nearly equal to the period from the Make-Whole Redemption Date to March 1,

2028; provided, however, that if the period from the Make-Whole Redemption Date to March 1,

2028 is not equal to the constant maturity of a United States Treasury security for which a weekly

average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation

(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States

Treasury securities for which such yields are given except that if the period from the Make-Whole

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Redemption Date to March 1, 2028 is less than one year, the weekly average yield on actually

traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“asset” means any asset or property, whether real, personal or mixed, tangible or

intangible.

“Asset Disposition” means any sale, conveyance, transfer or other disposition (or

series of related sales, conveyances, transfers or dispositions) by the Issuer or any Restricted

Subsidiary, including any disposition by means of a merger, consolidation or similar transaction

(each referred to for the purposes of this definition as a “disposition”), of:

(1)any shares of Capital Stock of a Restricted Subsidiary (other than directors’

qualifying shares or shares required by applicable law to be held by a Person other than the

Issuer or a Restricted Subsidiary);

(2)all or substantially all the assets of any division or line of business of the

Issuer or any Restricted Subsidiary; or

(3)any other assets or property of the Issuer or any Restricted Subsidiary outside

of the ordinary course of business of the Issuer or such Restricted Subsidiary.

Notwithstanding the foregoing, none of the following shall be deemed to be an Asset

Disposition:

(1)a disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a

Restricted Subsidiary to a Restricted Subsidiary;

(2)a disposition of all or substantially all the assets of the Issuer in compliance

with Section 5.01 or a disposition that constitutes a Change of Control pursuant to this

Indenture;

(3)a sale, contribution, conveyance or other transfer of accounts receivable, or

participation therein, and Receivables Assets (or a fractional undivided interest therein) in a

Permitted Receivables Financing;

(4)the license or sublicense of intellectual property or other intangibles;

(5)the lease, assignment or sublease of any real or personal property in the

ordinary course of business;

(6)any surrender or waiver of contract rights or settlement, release, recovery on

or surrender of contract, tort or other claims in the ordinary course of business;

(7)the granting of Liens not prohibited by Section 4.13;

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(8)the disposition by the Issuer or any of its Restricted Subsidiaries of (i) cash

and Cash Equivalents, (ii) inventory and other assets acquired and held for resale in the

ordinary course of business, (iii) damaged, uneconomical, negligible, worn out or obsolete

assets or other assets (including equipment and intellectual property) that, in the Issuer’s

reasonable judgment, are no longer used or useful in the business of the Issuer or its

Restricted Subsidiaries, or (iv) rights granted to others pursuant to leases or licenses, to the

extent not materially interfering with the operations of the Issuer or its Restricted

Subsidiaries;

(9)[reserved];

(10)any exchange of assets for assets (including a combination of assets (which

assets may include Equity Interests or any securities convertible into, or exercisable or

exchangeable for, Equity Interests, but which assets may not include any Indebtedness) and

Cash Equivalents) of comparable or greater market value or usefulness to the business of the

Issuer and its Restricted Subsidiaries, taken as a whole, as determined in good faith by the

Issuer;

(11)dispositions of receivables in connection with the compromise, settlement or

collection thereof in the ordinary course of business or in bankruptcy or similar proceedings

and exclusive of factoring or similar arrangements;

(12)the issuance by the Issuer or a Restricted Subsidiary of preferred stock or any

convertible securities;

(13)[reserved];

(14)any sale of assets received by the Issuer or any Restricted Subsidiary upon

foreclosure on a Lien;

(15)the unwinding of any Hedging Obligations (including sales under forward

contracts);

(16)any dispositions to the extent required by, or made pursuant to customary

buy/sell arrangements between the joint venture parties set forth in joint venture

arrangements and similar binding agreements;

(17)the lease or sublease of office space;

(18)the abandonment, farm-out, lease, assignment, sublease, license or sublicense

of any real or personal property in the ordinary course of business;

(19)the sale, lease, assignment, license, sublease or discount of inventory,

equipment, accounts receivable, notes receivable or other current assets held for sale in the

ordinary course of business or the conversion of accounts receivable to notes receivable or

other dispositions of accounts receivable in connection with the collection or compromise

thereof;

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(20)dispositions of property pursuant to casualty events, foreclosures or any

similar action on assets;

(21)any financing transaction with respect to property constructed or acquired by

the Issuer or a Restricted Subsidiary after the Issue Date;

(22)the lapse or abandonment of intellectual property rights in the ordinary course

of business, which in the reasonable judgment of the Issuer are not material to the conduct of

the business of the Issuer and its Restricted Subsidiaries taken as a whole;

(23)a single transaction or series of related transactions that involve the

disposition of assets, or issuance or sale of Capital Stock of any Restricted Subsidiary, with

a Fair Market Value of less than $25.0 million; or

(24)a disposition of property, Equity Interests and/or other assets in connection

with any European Restructuring, with a fair market value of a reasonable amount in the

Issuer’s good faith determination, but in any event, no more than €50.0 million; provided

that fair market value for purposes of this clause (24) shall mean the value that would be

paid by a willing buyer to an unaffiliated willing seller, determined in good faith by the

Issuer.

Notwithstanding the foregoing, for purposes of determining the permissibility of any

sale, assignment, transfer, lease, conveyance or other disposition of any material Fixed Asset

Collateral (but excluding, for the avoidance of doubt, cash or Cash Equivalents), the Dutch

Guarantor shall be deemed to be a Restricted Subsidiary that is not a Guarantor (and, for the

avoidance of doubt, shall not be deemed to be a Guarantor).

“Authentication Order” has the meaning set forth in Section 2.01.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,”

as in effect on the Issue Date and as may be amended from time to time, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state, local or

foreign law for the relief of debtors.

“Board of Directors” means, with respect to any Person, the board of directors or

comparable governing body of such Person.

“Business Day” has the meaning set forth in Section 12.07.

“Canadian Borrowing Base” means, on any date of determination, an amount equal

to the “Canadian Borrowing Base” (as defined in the ABL Credit Facility, as in effect on the date

hereof).

“Capital Stock” means:

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

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(2)in the case of an association or business entity, any and all shares, interests,

participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership or

membership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive

a share of the profits and losses of, or distribution of assets of, the issuing Person.

“Capitalized Lease Obligations” of any Person means, at the time any determination

thereof is to be made, the amount of the liability in respect of a capital lease that would at such time

be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes

thereto) in accordance with GAAP; provided that any obligation in respect of operating leases of the

Issuer or its Restricted Subsidiaries, whether entered into before or after the Issue Date, that are (in

accordance with GAAP as in effect on December 31, 2019) or characterized as capital lease

obligations of the Issuer and its Restricted Subsidiaries on a consolidated basis under GAAP will be

deemed not to be treated as a Capitalized Lease Obligation or Indebtedness.

“Cash Consideration” has the meaning set forth in Section 4.08.

“Cash Equivalents” means:

(1)U.S. Dollars, Canadian dollars, Chinese yuan, Japanese yen, pounds sterling,

euros or the national currency of any participating member state of the European Union or

other currencies held by the Issuer or its Restricted Subsidiaries from time to time in the

ordinary course of business;

(2)securities issued or directly and fully guaranteed or insured by the

government of the United States, Canada or any country that is a member of the European

Union or any agency or instrumentality thereof, in each case, with maturities not exceeding

two years from the date of acquisition;

(3)certificates of deposit, time deposits and eurodollar time deposits with

maturities of one year or less from the date of acquisition, bankers’ acceptances, in each

case, with maturities not exceeding one year, and overnight bank deposits, in each case, with

any commercial bank having capital and surplus in excess of $500,000,000, or the foreign

currency equivalent thereof, and whose long-term debt is rated “A” or higher or the

equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another

internationally recognized Ratings Agency);

(4)repurchase obligations 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 issued by a corporation (other than an Affiliate of the

Issuer) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably

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equivalent ratings of another internationally recognized Ratings Agency) and, in each case,

maturing within one year after the date of acquisition;

(6)readily marketable direct obligations issued by any state of the United States

of America or any municipal or political subdivision thereof with a rating of “AA-” from

S&P or “Aa3” from Moody’s or guaranteed by a financial institution with a rating of “AA-”

from S&P or “Aa3” from Moody’s (or reasonably equivalent ratings of another

internationally recognized Ratings Agency), in each case, with maturities not exceeding two

years from the date of acquisition;

(7)Indebtedness issued by Persons with a rating of “A” or higher from S&P or

“A-2” or higher from Moody’s, in each case, with maturities not exceeding two years from

the date of acquisition; and

(8)investment funds investing at least 90% of their assets in securities of the

types described in clauses (1) through (6) above.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated

in currencies other than those set forth in clause (1) above; provided that such amounts are

converted into any currency listed in clause (1) as promptly as practicable and in any event within

ten Business Days following the receipt of such amounts.

For the avoidance of doubt, any items identified as Cash Equivalents under this

definition will be deemed to be Cash Equivalents under this Indenture regardless of the treatment of

such items under GAAP.

“Cash Management Obligations” means (1) obligations of the Issuer or any of its

Restricted Subsidiaries in respect of any overdraft and related liabilities arising from treasury,

depository, cash pooling arrangements and cash management or treasury services or any automated

clearing house transfers of funds, (2) other obligations in respect of netting services, employee

credit or purchase card programs and similar arrangements and (3) obligations in respect of any

other services related, ancillary or complementary to the foregoing (including any overdraft and

related liabilities arising from treasury, depository, cash pooling arrangements and cash

management services, corporate credit and purchasing cards and related programs or any automated

clearing house transfers of funds).

“Cash Pooling Arrangements” means deposit account and liquidity arrangements by

and among depository institutions and the Issuer and/or one or more Foreign Subsidiaries involving

the pooling of cash deposits in and overdrafts in respect of one or more deposit or similar accounts

for cash management purposes.

“Certain Other Indebtedness” has the meaning set forth in Section 4.15.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957

of the Code.

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

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(1)any Transfer (other than by way of merger or consolidation) of all or

substantially all of the assets of Parent and its Subsidiaries taken as a whole to any

“person” (as defined in Section 13(d) of the Exchange Act) or “group” (as defined in

Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than any Transfer to Holdings,

the Issuer or one or more Subsidiaries;

(2)a “person” (as defined above) or “group” (as defined above), becomes,

directly or indirectly, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the

Exchange Act) of more than 50% of the voting power of the Voting Stock of Parent, other

than as a result of (i) any transaction where the voting power of the Voting Stock of Parent

immediately prior to such transaction constitutes or is converted into or exchanged for a

majority of the voting power of the Voting Stock of such beneficial owner or (ii) any merger

or consolidation of Parent with or into any “person” (as defined above) (a “Permitted

Person”) or a Subsidiary of a Permitted Person, in each case, if immediately after such

transaction no person (as defined above) is the beneficial owner (as defined above), directly

or indirectly, of more than 50% of the voting power of the Voting Stock of such Permitted

Person; or

(3)the Issuer ceases to be a Subsidiary of Parent.

Notwithstanding the preceding or any provision of Section 13d- 3 of the Exchange

Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to a stock or

asset purchase agreement, merger agreement, option agreement, warrant agreement or similar

agreement until the consummation of the acquisition of the Voting Stock in connection with the

transactions contemplated by such agreement and (ii) a Person or group will not be deemed to

beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or

other securities of such other Person’s Parent Entity (or related contractual rights) unless it owns

50% or more of the total voting power of the Voting Stock of such Parent Entity.

“Change of Control Offer” has the meaning set forth in Section 4.07.

“Change of Control Payment” has the meaning set forth in Section 4.07.

“Change of Control Payment Date” has the meaning set forth in Section 4.07.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to

time.

“Collateral” means all of the assets and properties subject (or purported to be

subject) to the Liens, created by the First Lien Notes Security Documents.

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

“Consolidated EBITDA” means, with respect to any Person for any period, the

Consolidated Net Income of such Person for such period plus, without duplication, to the extent the

same was deducted in calculating Consolidated Net Income:

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(1)Consolidated Taxes; plus

(2)Consolidated Interest Expense; plus

(3)Consolidated Non-cash Charges; plus

(4)any fees, expenses, charges or losses (other than Consolidated Non-cash

Charges) related to any issuance of Equity Interests, investment, acquisition, disposition,

recapitalization or the incurrence or repayment of Indebtedness (whether or not successful),

and any amendment or modification to the terms of any such transaction, including (i) such

fees, expenses or charges related to the Refinancing Transactions, (ii) any amendment or

other modification of other Indebtedness and (iii) commissions, discounts, yield and other

fees and charges (including any interest expense) related to any Permitted Receivables

Financing; plus

(5)the amount of loss or discount on sale of receivables and Receivables Assets

in connection with a Permitted Receivables Financing; plus

(6)the amount of any restructuring charges or reserves (which, for the avoidance

of doubt, shall include retention, severance, systems development and establishment costs,

conversion costs, excess pension charges, curtailments and modifications to pension and

post-retirement employee benefit plan costs or charges and contract termination costs,

including future lease commitments, costs related to the start-up, closure, relocation or

consolidation of facilities and costs to relocate employees and any one-time costs incurred in

connection with acquisitions after the Issue Date); plus

(7)(x) the amount of “run rate” net cost savings, synergies and operating

expense reductions projected by the Issuer in good faith to result from actions taken no later

than twelve (12) months after the date of determination to take such action (calculated on a

pro forma basis as though such cost savings, operating expense reductions and synergies had

been realized on the first day of the period for which Consolidated EBITDA is being

determined and if such cost savings, operating expense reductions and synergies were

realized during the entirety of such period), net of the amount of actual benefits realized

during such period from such actions and (y) the amount of “run rate” net cost savings,

synergies and operating expense reductions projected by the Issuer in good faith to result

from actions taken no later than twelve (12) months after the end of such period (calculated

on a pro forma basis as though such cost savings, operating expense reductions and

synergies had been realized on the first day of the period for which Consolidated EBITDA is

being determined and if such cost savings, operating expense reductions and synergies were

realized during the entirety of such period), net of the amount of actual benefits realized

during such period from such actions; provided, that such cost savings, operating expense

reductions and synergies are reasonably identifiable and factually supportable (it is

understood and agreed that “run-rate” means the full recurring benefit for a period that is

associated with any action taken); plus

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(8)costs of surety bonds incurred in such period in connection with financing

activities; plus

(9)any costs or expense incurred pursuant to any management equity plan or

stock option plan or other management or employee benefit plan or agreement or any stock

subscription or shareholder agreement, to the extent that such costs or expenses are funded

with cash proceeds contributed to the capital of the Issuer or any Restricted Subsidiary or the

net cash proceeds of an issuance of Equity Interests of the Issuer (other than Excluded

Equity) solely to the extent that such net cash proceeds are excluded from the calculation of

the amount available for Restricted Payments pursuant to the Restricted Payments Basket;

plus/minus

(10)gains or losses due solely to fluctuations in currency values and the related

tax effects; plus/minus

(11)any after-tax effect of extraordinary, non-recurring or unusual gains, losses or

charges (less all fees and expenses relating thereto) or expenses (including relating to the

issuance of the Notes), severance, relocation costs, curtailments or modifications to pension

and post-retirement employee benefit plans, start-up, facilities opening, transition,

integration and other restructuring costs, charges, reserves or expenses (including related to

acquisitions after the Issue Date and to the start-up, closure and/or consolidation of

facilities), new product introductions, one-time compensation charges and signing, retention

or completion bonuses;

provided the aggregate amount added pursuant to clauses (4), (5), (6), (7) and (11) and the

definition of “Pro Forma Cost Savings” shall not, in the aggregate, exceed 25.0% of Consolidated

EBITDA for such period (solely for purposes of clause (7), giving pro forma effect to the relevant

transaction, other than any cost savings, synergies, operating expense reductions or Pro Forma Cost

Savings) determined prior to giving effect to any adjustments pursuant to clauses (4), (5), (6), (7)

and (11) or the definition of “Pro Forma Cost Savings”;

less, without duplication, non-cash items increasing Consolidated Net Income for such period

(excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated

cash charges in any prior period).

“Consolidated Fixed Charge Coverage Ratio” means the ratio of (A) Consolidated

EBITDA of the Issuer and its Restricted Subsidiaries during the most recent four consecutive full

fiscal quarters for which financial statements are available (the “Four-Quarter Period”) ending on or

prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge

Coverage Ratio (the “Transaction Date”) to (B) Consolidated Fixed Charges of the Issuer and its

Restricted Subsidiaries for the Four-Quarter Period.

For purposes of this definition, Consolidated EBITDA and Consolidated Fixed

Charges shall be calculated after giving effect on a pro forma basis for the period of such

calculation to the incurrence of any Indebtedness or the issuance of any Preferred Stock of the

Issuer or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment,

retirement or extinguishment of Indebtedness or redemption of other Preferred Stock (and the

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application of the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in

the ordinary course of business for working capital purposes pursuant to any revolving credit

arrangement unless such Indebtedness has been permanently repaid and has not been replaced)

occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-

Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, retirement,

extinguishment, issuance or redemption, as the case may be (and the application of the proceeds

thereof), occurred on the first day of the Four-Quarter Period. For the avoidance of doubt, any

Participating Financial Instruments issued pursuant to Section 4.09(b)(16) shall not be included for

purposes of calculating the Consolidated Fixed Charge Coverage Ratio.

For purposes of making the computation referred to above, investments, acquisitions,

dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in

accordance with GAAP) and operational changes that have been made by the Issuer or any of its

Restricted Subsidiaries during the Four-Quarter Period or subsequent to such Four-Quarter Period

and on or prior to or simultaneously with the Transaction Date shall be calculated on a pro forma

basis assuming that all such investments, acquisitions, dispositions, mergers, amalgamations,

consolidations, disposed operations and operational changes (and the change in any associated fixed

charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on

the first day of the Four-Quarter Period. If since the beginning of such period any Person that

subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Issuer

or any of its Restricted Subsidiaries since the beginning of such period shall have made any

investment, acquisition, disposition, merger, amalgamation, consolidation, disposed operation or

operational change that would have required adjustment pursuant to this definition, then the

Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for

such Four-Quarter Period as if such investment, acquisition, disposition, merger, amalgamation,

consolidation, disposed operation or operational change had occurred at the beginning of the Four-

Quarter Period; provided that, notwithstanding any classification under GAAP of any Person or

business in respect of which a definitive agreement for the disposition thereof has been entered into

as discontinued operations, such transaction shall not be treated as a disposition or a discontinued

operation for purposes of the calculation of the Consolidated Fixed Charge Coverage Ratio until

such transaction shall have been consummated.

For purposes of this definition, whenever pro forma effect is to be given to a

transaction, the pro forma calculations shall be made in good faith by a responsible officer of the

Issuer (and may include, for the avoidance of doubt and without duplication, cost savings, operating

expense reductions and synergies resulting from any asset sale or other disposition or such

investment, acquisition, disposition, merger, amalgamation or consolidation or discontinued

operation which is being given pro forma effect that have been or are expected to be realized, in

each case any such adjustments may be incremental to (but not duplicative of) pro forma

adjustments made pursuant to clause (7) of the definition of “Consolidated EBITDA” and calculated

in accordance with and subject to the limitations set forth in clause (7) of the definition of

“Consolidated EBITDA”). In addition to such adjustments pro forma calculations may also include

Pro Forma Cost Savings.

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If any Indebtedness bears a floating rate of interest and is being given pro forma

effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Transaction

Date had been the applicable rate for the entire period (taking into account any Hedging Obligations

applicable to such Indebtedness with a remaining term of 12 months or longer, and in the case of

any Hedging Obligation applicable to such Indebtedness with a remaining term of less than 12

months, taking into account such Hedging Obligation to the extent of its remaining term).  Interest

on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably

determined by a responsible officer of the Issuer to be the rate of interest implicit in such

Capitalized Lease Obligation in accordance with GAAP.  For purposes of making the computation

referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro

forma basis shall be computed based upon the average daily balance of such Indebtedness during

the applicable period or, if lower, the maximum commitments under such revolving Credit Facility

as of the Transaction Date.  Interest on Indebtedness that may optionally be determined at an

interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or

other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based

upon such optional rate chosen as the Issuer may designate.

“Consolidated Fixed Charges” for any period means the sum, without duplication, of

(a) Consolidated Interest Expense of the Issuer and the Restricted Subsidiaries for such period, plus

(b) all dividend payments on any series of Disqualified Stock of the Issuer or any Restricted

Subsidiary or any Preferred Stock of any Restricted Subsidiary (other than any such Disqualified

Stock or any Preferred Stock held by the Issuer or a Restricted Subsidiary or to the extent paid in

Qualified Equity Interests) for such period.

“Consolidated Interest Expense” means, with respect to any Person for any period,

the sum, without duplication, of:

(1)interest expense of such Person and its Restricted Subsidiaries for such

period, on a consolidated basis, to the extent such expense was deducted (and not added

back) in computing Consolidated Net Income (including (i) amortization of original issue

discount or premium resulting from the issuance of Indebtedness at less than or greater than

par, as applicable, (ii) the interest component of Capitalized Lease Obligations, (iii) net

payments and receipts (if any) pursuant to interest rate Hedging Obligations and (iv) all

commissions, discounts and other fees and charges owed with respect to letters of credit or

bankers acceptances, and excluding (q) amortization of deferred financing fees, debt

issuance costs, commissions, fees and expenses and original issue discount with respect to

Indebtedness issued in connection with the Refinancing Transactions or any intercompany

Indebtedness, (r) any expensing of bridge, commitment or other financing fees, (s) any

expense resulting from the discounting of Indebtedness in connection with the application of

recapitalization or purchase accounting, (t) penalties and interest relating to taxes, (u) non-

cash interest expense attributable to movement in mark-to-market valuation of Hedging

Obligations or other derivatives (in each case, permitted hereunder and under GAAP),

(v) accretion or accrual of discounted liabilities not constituting Indebtedness, (w) interest

expense attributable to a parent entity resulting from push-down accounting, and

(x) commissions, discounts, yield, make whole premium and other fees and charges

(including any interest expense) related to any Permitted Receivables Financing);

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(2)interest on Indebtedness, the proceeds of which have been contributed to such

Person (other than as Excluded Equity) and that has been guaranteed by, and is otherwise

considered Indebtedness of, such Person or any of its Subsidiaries (to the extent not already

included in clause (1) above); and

(3)consolidated capitalized interest of such Person and its Restricted

Subsidiaries for such period, whether paid or accrued;

less interest income for such period; provided that, for purposes of calculating Consolidated Interest

Expense, no effect shall be given to the discount and/or premium resulting from the bifurcation of

derivatives under FASB ASC 815 and related interpretations as a result of the terms of the

Indebtedness to which such Consolidated Interest Expense relates.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be

deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest

implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the

aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a

consolidated basis; provided, however, that:

(1)[reserved];

(2)the cumulative effect of a change in accounting principles during such period,

shall be excluded;

(3)any net after-tax effect of gains or losses from disposed, abandoned,

transferred, closed or discontinued operations and any net after-tax gains or losses on

disposal of disposed, abandoned, transferred, closed or discontinued operations, shall be

excluded;

(4)any net after-tax gains or losses (less all fees and expenses or charges relating

thereto) attributable to business dispositions (including Capital Stock of any Person) or

Asset Dispositions or abandonments other than in the ordinary course of business (as

determined in good faith by the Issuer) shall be excluded;

(5)any net after-tax gains or losses (less all fees and expenses or charges relating

thereto) attributable to the early extinguishment of Indebtedness, Hedging Obligations and

other derivative instruments (including deferred financing costs written off and premiums

paid), shall be excluded;

(6)the Net Income for such period of any Person that is not a Subsidiary of such

Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of

accounting (other than a Guarantor), shall be excluded to the extent such Person or

Unrestricted Subsidiary is prohibited by contract (including its organizational

-15-

documents) from making dividends or distributions to the Issuer or a Restricted Subsidiary;

provided that Consolidated Net Income of the Issuer shall be increased by the amount of

dividends or distributions or other payments that are actually paid in cash (or to the extent

converted into cash or Cash Equivalents) to the referent Person or a Restricted Subsidiary

thereof in respect of such period;

(7)solely for the purpose of determining the amount available for Restricted

Payments under the Restricted Payments Basket, the Net Income for such period of any

Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the

declaration or payment of dividends or similar distributions by such Restricted Subsidiary of

its Net Income is not at the date of determination permitted without any prior governmental

approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by

the operation of the terms of its charter or any agreement, instrument, judgment, decree,

order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its

stockholders, unless such restriction with respect to the payment of dividends or similar

distributions has been legally waived; provided that the Consolidated Net Income of such

Person shall be increased by the amount of dividends or other distributions or other

payments actually paid in cash (or converted into cash) or Cash Equivalents by any such

Restricted Subsidiary to such Person, to the extent not already included therein;

(8)any non-cash compensation expense realized from employee benefit plans or

post-employment benefit plans, grants of stock appreciation or similar rights, phantom

equity, stock options, restricted stock, units or other rights to officers, directors and

employees of such Person or any of its Restricted Subsidiaries shall be excluded;

(9)(a) (i) the non-cash portion of “straight-line” rent expense shall be excluded

and (ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed in

respect of such rent expense shall be included and (b) non-cash gains, losses, income and

expenses resulting from fair value accounting required by FASB ASC 815 shall be

excluded;

(10)unrealized gains and losses relating to hedging transactions and mark-to-

market of Indebtedness denominated in foreign currencies resulting from the application of

FASB ASC 830 shall be excluded;

(11)any (a) severance or relocation costs or expenses, (b) one-time non-cash

compensation charges, (c) the costs and expenses after the Issue Date related to employment

of terminated employees, or (d) costs or expenses realized in connection with or resulting

from stock appreciation or similar rights, phantom equity, stock options, restricted stock

units or other rights existing on the Issue Date of officers, directors and employees, in each

case, of such Person or any of its Restricted Subsidiaries, shall be excluded;

(12)accruals and reserves, contingent liabilities and any gains and losses on the

settlement of any pre-existing contractual or non-contractual relationships as a result of the

issuance of the Notes that are established or adjusted within 12 months after the Issue Date

and that are so required to be established or adjusted in accordance with GAAP or as a result

of adoption or modification of accounting policies shall be excluded;

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(13)the effect of any non-cash impairment charges or write-ups, write-downs or

write-offs of assets (including intangible assets, goodwill and deferred financing costs but

excluding accounts receivable) or liabilities resulting from the application of GAAP

(including in connection with the issuance of the Notes) and the amortization of intangibles

arising from the application of GAAP (excluding any non-cash item to the extent that it

represents an accrual of or reserve for cash expenditures in any future period except to the

extent such item is subsequently reversed) shall be excluded; and

(14)any fees, expenses or charges (such as capitalized manufacturing profit in

inventory) incurred during such period, or any amortization thereof for such period, in

connection with any acquisition, investment, recapitalization, disposition, issuance or

repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or

amendment or modification of any debt instrument (in each case, including any such

transaction consummated prior to the Issue Date and any such transaction undertaken but not

completed) and any charges or non-recurring merger costs incurred during such period as a

result of any such transaction shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of

such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the

foregoing, Consolidated Net Income shall include (i) the amount of proceeds actually received from

business interruption insurance, (ii) other than for purposes of calculating the amount available for

Restricted Payments under the Restricted Payments Basket, the amount of proceeds as to which the

Issuer has determined there is reasonable evidence it will be reimbursed by the insurer in respect of

such period from business interruption insurance (with a deduction for any amounts so added back

to the extent denied by the applicable carrier in writing within 180 days or not so reimbursed within

365 days) and (iii) reimbursements of any expenses and charges pursuant to indemnification or

other reimbursement provisions in connection with any investment or any sale, conveyance, transfer

or other disposition of assets, in each case, permitted under the terms hereof.

Notwithstanding the foregoing, for the purpose of Section 4.10, there shall be

excluded from Consolidated Net Income any dividends, repayments of loans or advances or other

transfers of assets from Unrestricted Subsidiaries of the Issuer or a Restricted Subsidiary of the

Issuer to the extent such dividends, repayments or transfers increase the amount of Restricted

Payments permitted under Section 4.10(a)(3)(E).

“Consolidated Non-cash Charges” means, with respect to any Person for any period,

the aggregate depreciation, amortization (including amortization of intangibles but excluding

amortization of prepaid cash expenses that were paid in a prior period), impairment, compensation

and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated

Net Income of such Person for such period on a consolidated basis and otherwise determined in

accordance with GAAP; provided that if any non-cash charges referred to in this definition

represent an accrual or reserve for potential cash items in any future period, the cash payment in

respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future

period to such extent paid.

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“Consolidated Taxes” means, with respect to any Person and its Restricted

Subsidiaries on a consolidated basis for any period, provision for taxes based on income, profits or

capital, including, without limitation, state franchise and similar taxes, and including an amount

equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person

or any direct or indirect parent of such Person in respect of such period which shall be included as

though such amounts had been paid as income taxes directly by such Person.

“Consolidated Total Assets” means, the consolidated total assets of the Issuer and its

Restricted Subsidiaries as set forth on the consolidated balance sheet of the Issuer as of the most

recent period for which financial statements were required to have been delivered pursuant to

Section 4.16(a)(1); provided that, for purposes of testing the covenants under this Indenture in

connection with any transaction, the Consolidated Total Assets of the Issuer and its Restricted

Subsidiaries shall be adjusted to reflect such pro forma adjustments as are appropriate and

consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated

Fixed Charge Coverage Ratio.”

“Contingent Obligations” means, with respect to any Person, any obligation of such

Person Guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness

(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly

or indirectly, including, without limitation, any obligation of such Person, whether or not

contingent:

(1)to purchase any such primary obligation or any property constituting direct or

indirect security therefor;

(2)to advance or supply funds:

(a)for the purchase or payment of any such primary obligation; or

(b)to maintain working capital or equity capital of the primary obligor or

otherwise to maintain the net worth or solvency of the primary obligor; or

(3)to purchase property, securities or services primarily for the purpose of

assuring the owner of any such primary obligation of the ability of the primary obligor to

make payment of such primary obligation against loss in respect thereof.

“Contractual Obligation” means as to any Person, any provision of any security

issued by such Person or of any agreement, instrument or other undertaking to which such Person is

a party or by which it or any of its property is bound.

“Corporate Trust Office” means the office of the Trustee at which any time its

corporate trust business in relation to this Indenture shall be administered, which at the date hereof

is located at 100 Wall Street, Suite 600, New York, New York 10005, Attention.: Global Corporate

Trust Services, or such other address as the Trustee may designate from time to time by notice to

the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such

other address as such successor Trustee may designate from time to time by notice to the Holders

and the Issuer).

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“Covenant Defeasance” has the meaning set forth in Section 9.03.

“Covenant Suspension Event” has the meaning set forth in Section 4.17.

“Credit Facilities” means one or more debt facilities (including, without limitation,

the ABL Credit Facility) or other financing arrangements (including, without limitation, commercial

paper facilities or indentures), providing for revolving credit loans, term loans or letters of credit or

other Indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments

and agreements executed in connection therewith, and any amendments, supplements,

modifications, extensions, renewals, restatements, refundings, replacements, exchanges or

refinancings thereof, in whole or in part, and any financing arrangements that amend, supplement,

modify, extend, renew, restate, refund, replace, exchange or refinance any part thereof, including,

without limitation, any such amended, supplemented, modified, extended, renewed, restated,

refunding, replacement, exchanged or refinancing financing arrangement that increases the amount

permitted to be borrowed or issued thereunder or alters the maturity thereof or adds the Issuer,

Restricted Subsidiaries or Parent Entities as additional borrowers or guarantors thereunder and

whether by the same or any other agent, trustee, lender or group of lenders, investors, holders or

otherwise.

“Default” means any event, act or condition that, after notice or the passage of time

or both, would be an Event of Default.

“Depository” means, with respect to the Global Notes, The Depository Trust

Company or another Person designated as depository by the Issuer, which Person must be a clearing

agency registered under the Exchange Act.

“Depository Custodian” means the Trustee as custodian with respect to the Global

Notes or any successor entity thereto.

“Deposit Account” means “Deposit Account” as defined in the UCC.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash

Consideration received by Issuer or a Restricted Subsidiary in connection with an Asset Disposition

that is designated as “Designated Non-cash Consideration” pursuant to an Officer’s Certificate,

setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in

connection with a subsequent sale, redemption or payment of, on or with respect to such Designated

Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or Holdings or any

other Parent Entity, as applicable (other than Excluded Equity), that is issued after the Issue Date for

cash and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the

issuance date thereof, the cash proceeds of which are contributed to the capital of the Issuer (if

issued by Holdings or any Parent Entity) and excluded from the Restricted Payments Basket.

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“Disqualified Stock” means, with respect to any Person, any Capital Stock of such

Person that, by its terms (or by the terms of any security into which it is convertible or for which it

is redeemable or exchangeable), in each case, at the option of the holder thereof or upon the

happening of any event:

(1)matures or is mandatorily redeemable, pursuant to a sinking fund obligation

or otherwise (other than as a result of a change of control or asset sale so long as any rights

of the holders thereof upon the occurrence of a change of control or asset sale event shall be

subject to the prior repayment in full of the Notes and all other Obligations that are accrued

and payable),

(2)is convertible or exchangeable for Indebtedness or Disqualified Stock, or

(3)is redeemable at the option of the holder thereof, in whole or in part,

in each case, prior to 91 days after the Maturity Date of the Notes; provided,

however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so

convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date

shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is

issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries

or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock

solely because it may be required to be repurchased by the Issuer in order to satisfy applicable

statutory or regulatory obligations or as a result of such employee’s termination, death or disability;

provided, further, that any class of Capital Stock of such Person that by its terms authorizes such

Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified

Stock shall not be deemed to be Disqualified Stock.

The amount of any Disqualified Stock that does not have a fixed redemption,

repayment or repurchase price redeemed, repaid or repurchased on any date on which the amount of

such Disqualified Stock is to be determined pursuant to this Indenture; provided, however, that if

such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of

such determination, the redemption, repayment or repurchase price will be the book value of such

Disqualified Stock as reflected in the most recent financial statements of such Person.

“Domestic Guarantor” means a Guarantor that is a Domestic Subsidiary.

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

Subsidiary.

“DTC” means the Depository Trust Company.

“Dutch Guarantor” means Cooper-Standard Latin America B.V.

“Equity Interests” of any Person means (1) any and all shares or other equity

interests (including common stock, preferred stock, limited liability company interests and

partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or

not currently exercisable), participations or other equivalents of or interests in (however designated)

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such shares or other interests in such Person, but excluding any debt securities that are convertible

into such shares or other interests in such Person.

“Equity Offering” means a public or private sale or issuance of common stock of the

Issuer or any Parent Entity of the Issuer, other than (i) public offerings with respect to common

stock of the Issuer or any of its Parent Entities registered on Form S-4 or Form S-8 or (ii) any sale to

any Restricted Subsidiary of Parent.

“European Restructuring” means the restructuring and/or winding down of the

Issuer’s business in any county or region in Europe, including, but not limited to, (i) the possible

closure, sale, recapitalization, reindustrialization, distribution, transfer, conveyance, surrender and/

or other disposition of one or more industrial plants in such country or region in Europe and (ii)

sale, conveyance, transfer and/or other disposition (or series of sales, conveyances, transfers or

dispositions) of other assets owned by a Foreign Subsidiary (organized, existing or operating in

such country or region in Europe) and/or Equity Interests in such Foreign Subsidiary.

“Event of Default” has the meaning set forth in Section 6.01.

“Excess Proceeds” has the meaning set forth in Section 4.08.

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

rules and regulations of the Commission promulgated thereunder.

“Excluded Assets” means:

(1)any interest in leased real property;

(2)any fee interest in owned real property which is not a Material Real Property;

(3)any property or asset to the extent that the grant of a security interest in such

property or asset is prohibited by applicable law, rule or regulation or requires a consent not

obtained of any governmental authority pursuant to any Contractual Obligation, applicable

law, rule or regulation;

(4)Subject Property;

(5)any assets or property of the Issuer or any Restricted Subsidiary that is

subject to a Lien under clause (5) of Section 4.13(b) (solely as it relates to Indebtedness

Incurred pursuant to Section 4.09(b)(11)) or capital lease permitted under this Indenture to

the extent the documents relating to such Lien or capital lease would not permit such assets

or property to be subject to the Liens created under the First Lien Notes Security

Documents; provided that immediately upon the termination of any such restriction, such

assets or property shall cease to be “Excluded Assets”;

(6)any vehicles and any other assets subject to certificate of title;

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(7)any intellectual property, including any United States intent-to-use trademark

applications, to the extent and for so long as the creation of a security interest therein would

invalidate the Issuer’s or such Guarantor’s right, title or interest therein;

(8)assets (x) to the extent a security interest in such assets would result in costs

or consequences as reasonably determined by the Issuer with respect to the granting or

perfecting of a security interest that is excessive in view of the benefits to be obtained by the

Holders or (y) to the extent a security interest in such assets would result in adverse tax

consequences (including as a result of the operation of Section 956 of the Code or any

similar law or regulation in any applicable jurisdiction) as reasonably determined by the

Issuer (it being understood that none of the Issuer or its Subsidiaries shall be required to

enter into any security agreements or pledge agreements governed under foreign law);

(9)Excluded Capital Stock;

(10)Excluded Deposit Accounts;

(11)Letter-of-credit rights with a value not in excess of $7.5 million (except for

letter-of-credit rights that are perfected by filing UCC financing statements);

(12)Commercial tort claims with a value not in excess of $7.5 million; and

(13)proceeds and products from any and all of the foregoing excluded collateral

described in clauses (1) through (12), unless such proceeds or products would otherwise

constitute Fixed Asset Collateral;

provided, however, that Excluded Assets will not include any proceeds, substitutions or

replacements of any Excluded Assets referred to in clauses (1) through (13) (unless such proceeds,

substitutions or replacements would otherwise constitute Excluded Assets).

“Excluded Capital Stock” shall mean (a) any Capital Stock with respect to which the

Issuer reasonably determines that the costs (including any costs resulting from adverse tax

consequences) of pledging such Capital Stock shall be excessive in view of the benefits to be

obtained by the Holders therefrom and (b) (1) solely in the case of any pledge of Capital Stock of

any Subsidiary that either is a CFC or a FSHCO to secure the Obligations, any Capital Stock that is

Voting Stock of such Subsidiary in excess of 65% of the outstanding voting Capital Stock of such

class, (2) any Capital Stock to the extent the pledge thereof would be prohibited by any applicable

law, rule or regulation, (3) the Capital Stock of any Subsidiary that is not a Wholly Owned

Subsidiary of the Issuer and the Guarantors at the time such Subsidiary becomes a Subsidiary (for

so long as such Subsidiary remains a non-Wholly Owned Subsidiary) to the extent the pledge of

such Capital Stock by the Issuer or Guarantor is prohibited by the terms of such Subsidiary’s

organizational or joint venture documents, (4) the Capital Stock of any Subsidiary of (x) a CFC or

(y) a FSHCO and (5) the Capital Stock of any Unrestricted Subsidiary.

“Excluded Contributions” means cash and Cash Equivalents received by the Issuer

after the Issue Date from;

-22-

(1)contributions to its common equity capital; and

(2)the sale of Qualified Equity Interests of the Issuer;

in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate executed by

an officer of the Issuer, the cash proceeds of which are excluded from the calculation set forth in

Section 4.10(a)(3)(B).

“Excluded Deposit Accounts” means the following Deposit Accounts: (A) Deposit

Accounts of any of the Issuer or any Guarantor exclusively used for payroll, payroll taxes or

employee benefits and (B) cash accounts of any of the Issuer or any Guarantor the average daily

balance in any month which does not exceed more than the U.S. Dollar Equivalent of $100,000 at

any time for any single account, and not more than $500,000 for all accounts in the aggregate at any

time, except in the case of this clause (B) to the extent proceeds of Fixed Asset Collateral are

contained in any such account; provided that notwithstanding anything in the Notes Documents to

the contrary, no perfection steps shall be required to be taken with respect to any Deposit Account

that would otherwise be an Excluded Deposit Account but for the operation of the preceding

exception.

“Excluded Equity” means (i) Disqualified Stock, (ii) any Equity Interests sold to a

Restricted Subsidiary of the Issuer or any employee stock ownership plan or trust established by the

Issuer or any of its Subsidiaries (to the extent such employee stock ownership plan or trust has been

funded by the Issuer or any Restricted Subsidiary) and (iii) any Equity Interest that has already been

used or designated as (or the proceeds of which have been used or designated as) Excluded

Contributions or otherwise used to increase the amounts available under Sections 4.10(b)(2) and

4.10(b)(3) or clause (13) of the definition of “Permitted Investment.”

“Excluded Subsidiary” means any Subsidiary that is (a) a Foreign Subsidiary that is a

CFC or any Subsidiary of a CFC, (b) an Unrestricted Subsidiary, (c) not wholly owned directly by

the Issuer or one or more of its wholly owned Restricted Subsidiaries, (d) an Immaterial Subsidiary,

(e) a charitable Subsidiary, (f) any Subsidiary that is prohibited by applicable law, rule or regulation

or by any Contractual Obligation existing on the Issue Date and not entered into in contemplation

hereof from guaranteeing the Obligations under the Notes or which would require governmental

and/or regulatory consent, approval, license or authorization to provide such guarantee, unless such

consent, approval, license or authorization has been received, or with respect to which the guarantee

of the Notes would result in adverse tax consequences to the Issuer and/or any of its Subsidiaries as

reasonably determined by the Issuer, (g) any Receivables Subsidiary, (h) any Subsidiary that is

created solely for the purpose of consummating a transaction pursuant to an acquisition permitted

hereunder, if such new Subsidiary at no time holds any assets or liabilities other than any merger

consideration contributed to it contemporaneously with the closing of such transactions, provided

that such Subsidiary shall only be an Excluded Subsidiary for the period immediately prior to such

acquisition and (i) any Subsidiary that is a FSHCO or any Subsidiary of a FSHCO; provided that,

notwithstanding the foregoing, clauses (a), (f) (as applicable to adverse tax consequences), and (i)

shall not apply to result in the Dutch Guarantor becoming an Excluded Subsidiary.

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“Existing First Lien Notes” means the Issuer’s outstanding 13.50% Cash Pay / PIK

Toggle Senior Secured First Lien Notes due 2027 issued on January 27, 2023.

“Existing Junior Lien Notes” means the Issuer’s outstanding 5.625% Cash Pay /

10.625% PIK Toggle Senior Secured Third Lien Notes due 2027 issued on January 27, 2023.

“Existing Unsecured Notes” means the Issuer’s outstanding 5.625% Senior Notes

due 2026 issued on November 2, 2016.

“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,

determined in good faith by the Issuer.

“First Lien Notes Documents” means, collectively, this Indenture, the Intercreditor

Agreement and the security documents related to the foregoing.

“First Lien Notes Security Documents” means the Intercreditor Agreement, each

joinder or amendment to the Intercreditor Agreement, any other intercreditor agreements, the First

Lien Security Agreement, the Mortgages, and all other security agreements, pledge agreements,

collateral assignments, mortgages, deeds of trust, security deeds, deeds to secure debt, hypothecs,

hypothecations, collateral agency agreements, debentures or other instruments or other pledges,

grants or transfers for security or agreements related thereto executed and delivered by the Issuer or

any Guarantor creating or perfecting (or purporting to create or perfect) a Lien upon Collateral

(including, without limitation, financing statements under the UCC) in favor of the Collateral Agent

on behalf of itself, the Trustee and the holders of the Notes to secure the Notes and the Note

Guarantees, in each case, as amended, modified, renewed, restated, supplemented or replaced, in

whole or in part, from time to time, in accordance with its terms and the First Lien Indenture.

“First Lien Security Agreement” means, collectively, that certain pledge and security

agreement dated as of the Issue Date and executed by the Issuer, the guarantors party thereto and the

Collateral Agent, together with each other security agreement and security agreement supplement

executed and delivered pursuant to the First Lien Security Agreement.

“First Lien Senior Secured Net Leverage Ratio” means, as of the date of

determination, the ratio of (a) the Total Debt of the Issuer and the Restricted Subsidiaries secured by

a Lien ranking pari passu in priority with the Liens on the Fixed Asset Collateral securing the First

Lien Notes (including, for the avoidance of doubt, the First Lien Notes) to (b) Consolidated

EBITDA of the Issuer and the Restricted Subsidiaries for the Four-Quarter Period ending

immediately prior to such date. In the event that the Issuer or any Restricted Subsidiary incurs,

redeems, retires, defeases or extinguishes any Total Debt (other than Indebtedness under a revolving

credit facility unless such Indebtedness has been permanently paid and not replaced) subsequent to

the commencement of the period for which the First Lien Senior Secured Net Leverage Ratio is

being calculated but prior to or simultaneously with the event for which the calculation of the First

Lien Senior Secured Net Leverage Ratio is made, then the First Lien Senior Secured Net Leverage

Ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement,

defeasance or extinguishment of Total Debt as if the same had occurred at the beginning of the

applicable Four-Quarter Period. Notwithstanding anything to the contrary set forth in the definition

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of “Consolidated EBITDA” (and all component definitions referenced in such definitions),

whenever pro forma effect is to be given to acquisition, disposition or incurrence, redemption,

retirement, defeasance or extinguishment of Total Debt, the pro forma calculations shall be

determined in good faith by a responsible officer of the Issuer.

“Fiscal Year” means the fiscal year of the Issuer, which at the date hereof ends on

December 31.

“Fixed Asset Collateral” means all equipment, real property, intellectual property,

Capital Stock of subsidiaries, in each case, of the Issuer or a Guarantor who is a Domestic

Subsidiary and all other Collateral other than ABL Collateral.

“Fixed Asset Debt” means:

(1)Indebtedness represented by the Notes initially issued by the Issuer under this

Indenture on the Issue Date;

(2)any other Indebtedness of the Issuer or any Guarantor (including Additional

Notes but, for the avoidance of doubt, excluding ABL Debt) that is intended by the Issuer to

be secured equally and ratably with the Fixed Asset Obligations by a Fixed Asset Lien that

is permitted to be incurred and secured by a Fixed Asset Lien under this Indenture; provided

that in the case of any Indebtedness referred to in this clause (2), the Fixed Asset

Representative of such Indebtedness becomes a party to the Intercreditor Agreement in

accordance with the terms thereof; and

(3)guarantees by any Restricted Subsidiary in respect of any of the Obligations

described in the foregoing clauses (1) through (2).

“Fixed Asset Documents” means, collectively, the First Lien Notes Security

Documents and any indenture, credit agreement or other agreement governing any other series of

Fixed Asset Debt.

“Fixed Asset Lien” means a Lien granted to the Fixed Asset Representative for the

benefit of the holders of Fixed Asset Obligations, at any time, upon the Collateral to secure Fixed

Asset Obligations.

“Fixed Asset Obligations” means Fixed Asset Debt and all other Obligations in

respect thereof.

“Fixed Asset Representative” means (1) the Collateral Agent, in the case of the

Notes and (2) in the case of any other series of Fixed Asset Debt, the trustee, agent or representative

of the holders of such series of Fixed Asset Debt who is appointed as a representative of such series

of Fixed Asset Debt (for purposes related to the administration of the applicable security documents

related thereto) pursuant to the indenture, credit agreement or other agreement governing such series

of Fixed Asset Debt.

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“Fixed Asset Security Documents” means the First Lien Notes Security Documents

and any security agreement or other similar agreement securing (or given with the intent to secure)

obligations with respect to any other series of Fixed Asset Debt.

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under

the laws of the United States of America, any state thereof or the District of Columbia thereof and

any direct or indirect Restricted Subsidiary of such Restricted Subsidiary.

“Four-Quarter Period” has the meaning set forth in the definition of “Consolidated

Fixed Charge Coverage Ratio.”

“FSHCO” shall mean any Domestic Subsidiary that has no material assets other than

(i) Equity Interests (or Equity Interests and Indebtedness) in one or more Foreign Subsidiaries of the

Issuer that are CFCs or (ii) Equity Interests (or Equity Interests and Indebtedness) in one or more

Domestic Subsidiaries of the Issuer that hold no material assets other than the assets described in

clause (i) of this definition.

“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 may be approved by a significant segment

of the accounting profession of the United States, which are in effect from time to time.

If there occurs a change in generally accepted accounting principles occurring after

the Issue Date and such change would cause a change with respect to any term or measure used in

this Indenture (an “Accounting Change”), then the Issuer may elect, as evidenced by a written

notice of the Issuer to the Trustee, that such term or measure shall be calculated as if such

Accounting Change had not occurred.

“Global Note Legend” means the legend substantially in the form set forth in Exhibit

C.

“Global Notes” has the meaning set forth in Section 2.16.

“Guarantee” means a guarantee (other than by endorsement of negotiable

instruments for collection in the ordinary course of business), direct or indirect, in any manner

(including, without limitation, through letters of credit and reimbursement agreements in respect

thereof), of all or any part of any Indebtedness. “Guarantee” when used as a verb shall have a

corresponding meaning.

“Guarantor” means:

(1)Holdings;

(2)each Subsidiary that executes and delivers a Note Guarantee pursuant to

Section 4.15; and

-26-

(3)each Subsidiary that otherwise executes and delivers a Note Guarantee

(whether required to or opts to become a Guarantor);

in each case, until such time as such Person is released from its Note Guarantee in accordance with

the provisions of this Indenture. 

“Hedging Agreement” means, with respect to any Person, any:

(1)currency exchange, interest rate or commodity swap agreements, currency

exchange, interest rate or commodity cap agreements and currency exchange, interest rate or

commodity collar agreements; and

(2)other agreements or arrangements designed to protect such Person against

fluctuations in currency exchange, interest rates or commodity prices.

“Hedging Obligations” means, with respect to any Person, the Obligations of such

Person under any Hedging Agreement. 

“Holder” or “Noteholder” means any registered holder, from time to time, of any

Notes.

“Holdings” means CS Intermediate HoldCo 1 LLC.

“Immaterial Subsidiary” means any Subsidiary of Holdings (other than the Issuer)

that, as of the date of the most recent financial statements required to be delivered pursuant to

Section 4.16, does not have assets (together with the assets of all other Immaterial Subsidiaries) in

excess of 1.5% of Consolidated Total Assets or annual revenues of Holdings and its consolidated

Subsidiaries.

“Incur” means issue, assume, Guarantee, incur, acquire or otherwise become liable

(contingently or otherwise) for; provided, however, that any Indebtedness of a Person existing at the

time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or

otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted

Subsidiary.  The term “Incurrence” when used as a noun shall have a correlative meaning.  Solely

for purposes of determining compliance with Section 4.09:

(1)amortization of debt discount or the accretion of principal with respect to a

non-interest bearing or other discount security;

(2)the payment of regularly scheduled interest in the form of additional

Indebtedness of the same instrument or the payment of regularly scheduled dividends on

Capital Stock in the form of additional Capital Stock of the same class and with the same

terms; and

(3)the obligation to pay a premium in respect of Indebtedness arising in

connection with the issuance of a notice of redemption or making of a mandatory offer to

purchase such Indebtedness;

-27-

will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” of any Person at any date means, without duplication:

(1)the principal and premium (if any) of any indebtedness of such Person,

whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes,

debentures or similar instruments or reimbursement obligations in respect of letters of credit

or bankers’ acceptances, (c) representing the deferred and unpaid purchase price of any

property, except (i) any such balance that constitutes a trade payable, accrued expense or

similar obligation to a trade creditor, in each case, Incurred in the ordinary course of

business and (ii) any earn-out obligations until such obligations becomes a liability on the

balance sheet of such Person in accordance with GAAP, (d) in respect of Capitalized Lease

Obligations, (e) representing any Hedging Obligations or (f) under or in respect of Permitted

Receivables Financings, if and to the extent that any of the foregoing indebtedness (other

than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet

(excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2)to the extent not otherwise included, any obligation of such Person to be

liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another

Person (other than by endorsement of negotiable instruments for collection in the ordinary

course of business); and

(3)to the extent not otherwise included, Indebtedness of another Person secured

by a Lien on any asset owned by such Person (whether or not such indebtedness is assumed

by such Person); provided, however, that the amount of such Indebtedness will be the lesser

of: (a) the Fair Market Value of such asset at such date of determination, and (b) the amount

of such Indebtedness of such other Person;

provided that Contingent Obligations incurred in the ordinary course of business shall not be

deemed to constitute Indebtedness and, for the avoidance of doubt, liabilities and obligations of the

Issuer and/or Foreign Subsidiaries under Cash Pooling Arrangements shall not be deemed to

constitute Indebtedness so long as they are incurred in the ordinary course of business and

consistent with past practice and the proceeds thereof are not used to finance restructuring activities.

“Indenture” means this Indenture as amended, restated or supplemented from time to

time.

“Intercreditor Agreement” means that certain intercreditor agreement, dated as of

January 27, 2023, by and between the ABL Collateral Agent, the collateral agent for the Existing

First Lien Notes, the collateral agent for the Existing Junior Lien Notes, Holdings, the Issuer and the

other grantors from time to time party thereto, as supplemented by that certain Intercreditor

Agreement Joinder, dated as of the Issue Date, and as may be amended, restated, supplemented or

replaced, in whole or in part, from time to time.

“Interest Payment Date” means the stated maturity of an installment of interest on

the Notes.

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“Investment” means any direct or indirect advance, loan (other than advances to

customers in the ordinary course of business that are recorded as accounts receivable on the balance

sheet of the lender) or other extensions of credit (including by way of Guarantee or similar

arrangement) or capital contribution (by means of any transfer of cash or other property to others or

any payment for property or services for the account or use of others), or any purchase or

acquisition of Capital Stock, Indebtedness or other similar instruments by a Person in another

Person. Except as otherwise provided for herein, the amount of an Investment shall be its Fair

Market Value at the time the Investment is made and without giving effect to subsequent changes in

value.

For purposes of the definition of “Unrestricted Subsidiary,” the definition of

“Restricted Payment” and Section 4.10:

(1)“Investment” shall include the portion (proportionate to the Issuer’s equity

interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of

the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary;

provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary,

the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted

Subsidiary equal to an amount (if positive) equal to (A) the Issuer’s “Investment” in such

Subsidiary at the time of such designation less (B) the portion (proportionate to the Issuer’s

equity interest in such Subsidiary) of the Fair Market Value of the net assets of such

Subsidiary at the time of such redesignation; and

(2)any property transferred to or from an Unrestricted Subsidiary shall be valued

at its Fair Market Value at the time of such transfer.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the

equivalent) by Moody’s and BBB- (or the equivalent) by S&P, in each case, with stable outlook, or

an equivalent rating by any other Rating Agency.

“Issue Date” means March 4, 2026, the date on which Notes were first issued under

this Indenture.

“Issuer Order” means a written request or order signed on behalf of the Issuer by an

Officer of the Issuer and delivered to the Trustee.

“Junior Indebtedness” means Indebtedness that is either (i) unsecured or (ii) secured

solely by Collateral with a Lien having Junior Lien Priority on the Collateral relative to the Fixed

Asset Obligations. For the avoidance of doubt, ABL Debt shall not constitute Junior Indebtedness.

“Junior Lien Priority” means relative to specified Indebtedness, having a junior Lien

priority on specified Collateral and either subject to the Intercreditor Agreement on a basis that is no

more favorable than the provisions applicable to the holders of ABL Debt (in the case of Fixed

Asset Collateral) or subject to intercreditor agreements providing holders of Indebtedness with

Junior Lien Priority at least the same rights and obligations as the holders of ABL Debt (in the case

of the Fixed Asset Collateral) have pursuant to the Intercreditor Agreement as to the specified

Collateral.

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“Legal Defeasance” has the meaning set forth in Section 9.02.

“Legal Holiday” has the meaning set forth in Section 12.07.

“Lien” means, with respect to any property or assets, any mortgage or deed of trust,

pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement

(other than any easement not materially impairing usefulness or marketability), encumbrance,

preference, priority or other security agreement of any kind or nature whatsoever on or with respect

to such property or assets (including, without limitation, any conditional sale or other title retention

agreement having substantially the same economic effect as any of the foregoing); provided that in

no event shall an operating lease, in and of itself, be deemed to constitute a Lien.

“Losses” has the meaning set forth in Section 7.07.

“Make-Whole Premium” means, with respect to a Note at any Make-Whole

Redemption Date, an amount equal to the greater of (i) 1.0% of the principal amount of such Note

and (ii) the excess, if any, of (x) the present value at such Make-Whole Redemption Date of (A) the

redemption price of such Note on March 1, 2028 (such redemption price being set forth in the table

appearing in paragraph 5 of the Notes), plus (B) all required remaining interest payments due on

such Note through March 1, 2028 (excluding accrued and unpaid interest to such Make-Whole

Redemption Date), computed by the Issuer on a semi-annual basis (assuming a 360-day year

consisting of twelve 30-day months) using a discount rate equal to the Applicable Treasury Rate on

such Make-Whole Redemption Date plus 0.50%, over (y) the outstanding principal amount of such

Note. The Trustee shall have no duty to calculate or verify any Make-Whole Premium.

“Make-Whole Redemption” has the meaning set forth in paragraph 5 of the Notes.

“Make-Whole Redemption Date” with respect to a redemption at the Make-Whole

Premium, means the date such redemption is effectuated.

“Market Capitalization” means an amount equal to (i) the total number of issued and

outstanding shares of common Equity Interests of the Issuer (or its Parent Entity) on the date of the

declaration of a Restricted Payment permitted pursuant to Section 4.10(b)(7) multiplied by (ii) the

arithmetic mean of the closing prices per share of such common Equity Interests on the principal

securities exchange on which such common Equity Interests are traded for the 30 consecutive

trading days immediately preceding the date of declaration of such Restricted Payment.

“Material Intellectual Property” means all intellectual property that is material to the

business of the Issuer and its Subsidiaries, taken as a whole.

“Material Real Property” means any parcel of real property owned in fee by the

Issuer or any Domestic Guarantor and for which there is a mortgage on such real property in favor

of the Collateral Agent and any other parcel of real property (other than a parcel with a Fair Market

Value of less than (a) in the case of any such real property located in any state that levies a

mortgage recording or similar tax, $15 million and (b) in any other case, $7.5 million) owned in fee

by the Issuer or any Domestic Guarantor.

-30-

“Material Restricted Subsidiary” means any Restricted Subsidiary of Holdings (other

than the Issuer) that, as of the date of the most recent financial statements required to be delivered

pursuant to Section 4.16, has either: (i) assets in excess of the greater of $50.0 million and 2.5% of

Consolidated Total Assets or (ii) annual revenues in excess of the greater of $50.0 million and 1.8%

of annual revenues of Holdings and its consolidated Subsidiaries.

“Maturity Date” when used with respect to any Note, means the date on which the

principal amount of such Note becomes due and payable as therein or herein provided.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating

agency business.

“Mortgage” means, collectively, the deeds of trust, trust deeds and mortgages, in

each case, as may be amended from time to time, made by the Issuer or any of the Guarantors in

favor or for the benefit of the Collateral Agent on behalf of itself, the Trustee and the Holders (with

such changes as may be customary to account for local law matters) in form and substance

reasonably satisfactory to the Collateral Agent and the Issuer.

“Net Available Cash” from an Asset Disposition means cash proceeds received by

the Issuer or a Restricted Subsidiary therefrom (including any cash payments received by way of

deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as

and when received, but excluding any other consideration received in the form of assumption by the

acquiring Person of Indebtedness or other obligations relating to such properties or assets or

received in any other noncash form), in each case, net of:

(1)all legal, accounting, investment banking, title and recording tax expenses,

commissions and other fees (including financial and other advisory fees) and expenses

incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or

accrued as a liability under GAAP, and any relocation expenses incurred, relating to or as a

result of such Asset Disposition;

(2)all payments made on any Indebtedness which is secured by any assets

subject to such Asset Disposition, in accordance with the terms of any Lien upon or other

security agreement of any kind with respect to such assets, or which must by its terms, or in

order to obtain a necessary consent to such Asset Disposition, or by applicable law, be

repaid out of the proceeds from such Asset Disposition, or any costs associated with

unwinding any related Hedging Obligations;

(3)all distributions and other payments required to be made to non-controlling

interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and

(4)appropriate amounts provided by the seller as a reserve, in accordance with

GAAP, against any liabilities associated with the property or other assets disposed in such

Asset Disposition and retained by the Issuer or any Restricted Subsidiary after such Asset

Disposition, including, without limitation, pension and other post-employment benefit

liabilities and liabilities related to environmental matters or against any indemnification

obligations associated with such transaction.

-31-

“Net Income” means, with respect to any Person, the net income (loss) attributable to

such Person, determined in accordance with GAAP and before any reduction in respect of Preferred

Stock dividends.

“Non-Guarantor Subsidiary” means any Subsidiary of the Issuer that is not a

Guarantor.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations

under this Indenture and the Notes, pursuant to the provisions of this Indenture.

“Notes” means the 9.250% Senior Secured First Lien Notes due 2031 issued by the

Issuer pursuant to this Indenture.  The Notes issued on the Issue Date and any 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 Notes issued on the Issue Date and

any Additional Notes.

“Notes Documents” means, collectively, this Indenture, the Intercreditor Agreement

and the security documents related to the foregoing.

“Obligations” means all obligations of every nature from time to time owed to any

claimholder or any of their Affiliates, whether for principal, interest, fees, expenses, indemnification

or otherwise and all guarantees of any of the foregoing, including all post-petition interest accrued

or accruing (or which would, absent commencement of an insolvency or liquidation proceeding,

accrue) after commencement of an insolvency of liquidation proceeding in accordance with the rate

specified in the relevant instrument evidencing Indebtedness whether or not the claim for such post-

petition interest is allowed as a claim in such insolvency or liquidation proceeding.

“Offer” has the meaning set forth in Section 4.08.

“Offering Memorandum” means the Offering Memorandum of the Issuer, dated

February 20, 2026, relating to the offering of the Notes issued on the Issue Date.

“Officer” means the Chairman of the Board of Directors, the Chief Executive

Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior Vice

President or Vice President, the Treasurer, the Secretary or the Assistant Secretary (or any person

serving the equivalent function of any of the foregoing) of a Person (or of any direct or indirect

parent, general partner, managing member or sole member of such Person) or any individual

designated as an “Officer” for purposes of this Indenture by the Board of Directors of such Person

(or the Board of Directors of any direct or indirect parent, general partner, managing member or

sole member of such Person) and, with respect to the Dutch Guarantor, any managing board

member or attorney authorized to represent the Dutch Guarantor.

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“Officer’s Certificate” means a certificate that meets the requirements set forth in

this Indenture signed on behalf of the Issuer or any Parent Entity by an Officer of the Issuer or such

Parent Entity and delivered to the Trustee or the Collateral Agent, as applicable; provided that, for

the avoidance of doubt, the Trustee and/or the Collateral Agent shall be entitled to rely upon any

such certificate without liability.

“Opinion of Counsel” means a written opinion from legal counsel, who may be an

employee of or counsel to the Issuer or any of its Restricted Subsidiaries or Parent Entities, or other

counsel who is reasonably acceptable to the Trustee (which opinion may be subject to customary

assumptions and exclusions); provided that, for the avoidance of doubt, the Trustee and/or the

Collateral Agent shall be entitled to rely upon any such opinion without liability. 

“Parent” means Cooper-Standard Holdings Inc or any successor entity thereto. 

“Parent Entity” means any Person that, with respect to another Person, owns 50% or

more of the total voting power of the Voting Stock of such other Person. Unless the context

otherwise requires, any references to Parent Entity refer to a Parent Entity of the Issuer.

“Pari Passu Indebtedness” means any Indebtedness of the Issuer or any Guarantor

that ranks pari passu in right of payment with the Notes or the Note Guarantees, as applicable.

“Participating Financial Instrument” means participating financial instruments,

Equity Interests and/or similar instruments (which may be classified as Indebtedness or Equity

Interests) of a Foreign Subsidiary which may be issued by such Foreign Subsidiary to (i) a third-

party entity that has and continues to provide financial support to fund and/or implement the

European Restructuring and/or (ii) for purposes of providing back-to-back issuances, another

Foreign Subsidiary.

“Paying Agent” has the meaning set forth in Section 2.04.

“Payment Default” has the meaning set forth in Section 6.01.

“Permitted Asset Swap” means the substantially concurrent purchase and sale or

exchange, including as a deposit for future purchases, of Related Business Assets or a combination

of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its

Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be

applied in accordance with Section 4.08.

“Permitted Investment” means an Investment by the Issuer or any Restricted

Subsidiary in:

(1)the Issuer, a Restricted Subsidiary or a Person that will, upon the making of

such Investment, become a Restricted Subsidiary;

(2)another Person if, as a result of such Investment, such other Person is merged

or consolidated with or into, or transfers or conveys all or substantially all its assets to, the

Issuer or a Restricted Subsidiary; provided, however, that such Person’s primary business is

a Related Business;

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(3)cash and Cash Equivalents;

(4)receivables owing to, and recorded as accounts receivable on the balance

sheet of, the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course

of business and payable or dischargeable in accordance with customary trade terms;

provided, however, that such trade terms may include such concessionary trade terms as the

Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(5)payroll, travel and similar advances to cover matters that are expected at the

time of such advances ultimately to be treated as expenses for accounting purposes and that

are made in the ordinary course of business;

(6)loans or advances to employees, directors and officers of the Issuer or any of

its Restricted Subsidiaries, in each case, in the ordinary course of business or to fund such

Person’s purchase of Capital Stock of the Issuer or any direct or indirect parent company

thereof, not in excess of $5.0 million outstanding at any one time in the aggregate;

(7)Investments received in satisfaction of judgments or in settlements of debt or

compromises of obligations incurred in the ordinary course of business;

(8)the licensing or contribution of intellectual property pursuant to joint

marketing arrangements with other Persons;

(9)any Person to the extent such Investment represents the non-cash portion of

the consideration received for (A) an Asset Disposition as permitted pursuant to Section 4.08

or (B) a disposition of assets not constituting an Asset Disposition;

(10)any Person where such Investment was acquired by the Issuer or any of its

Restricted Subsidiaries (A) in exchange for any other Investment or accounts receivable held

by the Issuer or any such Restricted Subsidiary in connection with or as a result of a

bankruptcy, workout, reorganization or recapitalization of the Issuer of such other

Investment or accounts receivable or (B) as a result of a foreclosure by the Issuer or any of

its Restricted Subsidiaries with respect to any secured Investment or other transfer of title

with respect to any secured Investment in default;

(11)any Person to the extent such Investments consist of prepaid expenses,

negotiable instruments held for collection and lease, utility and workers’ compensation,

performance and other similar deposits made in the ordinary course of business by the Issuer

or any Restricted Subsidiary;

(12)any Person to the extent such Investments consist of Hedging Obligations

otherwise permitted under Section 4.09;

(13)any Person to the extent such Investment exists on the Issue Date, and any

extension, modification or renewal of any such Investments existing on the Issue Date, but

only to the extent not involving additional advances, contributions or other Investments of

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cash or other assets or other increases thereof (other than as a result of the accrual or

accretion of interest or original issue discount or the issuance of pay in kind securities);

(14)Investments the payment for which consists of Capital Stock of the Issuer

(other than Disqualified Stock) or any direct or indirect parent company of the Issuer, as

applicable; provided, however, that such Capital Stock will not increase the amount

available for Restricted Payments under the Restricted Payments Basket;

(15)Investments in a Receivables Subsidiary or an Investment by a Receivables

Subsidiary in any other Person as required by or in connection with Permitted Receivables

Financing;

(16)Investments (including debt obligations and Capital Stock) received in

connection with the bankruptcy or reorganization of suppliers and customers or in settlement

of delinquent obligations of, or other disputes with, customers and suppliers arising in the

ordinary course of business;

(17)additional Investments by the Issuer or any of its Restricted Subsidiaries

(including, but not limited to, joint ventures) having an aggregate Fair Market Value, taken

together with all other Investments made pursuant to this clause (17) that are at the time

outstanding, not to exceed the greater of (x) $210.0 million and (y) 100.0% of Consolidated

EBITDA (with the Fair Market Value of each Investment being measured at the time made

and without giving effect to subsequent changes in value);

(18)repurchases of Notes;

(19)Investments in Permitted Joint Ventures of the Issuer or any of its Restricted

Subsidiaries in an aggregate amount, taken together with all other Investments made

pursuant to this clause (19) that are at the time outstanding, not to exceed the greater of (x)

$105.0 million and (y) 50.0% of Consolidated EBITDA at the time of such Investment at

any one time outstanding, provided, that the Investments permitted pursuant to this clause

(19) may be increased by the amount of distributions from Permitted Joint Ventures, without

duplication of dividends or distributions increasing amounts available pursuant to Section

4.10(a)(3);

(20)deposits made, and intercompany current liabilities owed, by the Issuer and/

or one or more Foreign Subsidiaries or joint ventures in the ordinary course of business,

consistent with past practice, in connection with Cash Pooling Arrangements and Cash

Management Obligations of the Issuer and/or such Foreign Subsidiaries; and

(21)any Investment; provided that (x) no Default has occurred and is continuing

or would result from such Investment and (y) on a pro forma basis after giving effect to such

Investment, the Total Net Leverage Ratio would be equal to or less than 3.50:1.00.

Notwithstanding anything to the contrary, neither the Issuer nor any Restricted

Subsidiary may transfer, assign or exclusively license any Material Intellectual Property to Parent or

any Subsidiary that is not the Issuer or a Restricted Subsidiary; provided that this sentence shall not

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restrict a sale or transfer in the form of a non-exclusive license or an exclusive license entered into

for legitimate business purposes (other than in connection with a liability management transaction

or for the incurrence of Indebtedness) that is entered into to effect a bona fide transaction with a

third party that is not an Affiliate of the Issuer.

“Permitted Joint Venture” means, with respect to any specified Person, a joint

venture in any other Person engaged in a Similar Business in respect of which the Issuer or a

Restricted Subsidiary beneficially owns at least 10% of the shares of Equity Interests of such

Person.

“Permitted Receivables Financing” means any transaction or series of transactions

that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which it may sell,

convey, contribute to capital or otherwise transfer (which sale, conveyance, contribution to capital

or transfer may include or be supported by the grant of a security interest) accounts receivable or

interests therein and all collateral securing such receivables, all contracts and contract rights,

purchase orders, security interests, financing statements or other documentation in respect of such

receivables, any guarantees, indemnities, warranties or other obligations in respect of such

receivables, any other assets that are customarily transferred or in respect of which security interests

are customarily granted in connection with asset securitization transactions involving receivables

similar to such receivables and any collections or proceeds of any of the foregoing (collectively, the

“Receivables Assets”) (i) to a trust, partnership, corporation or other Person (other than any Parent

Entity or any of its Restricted Subsidiaries, other than a Restricted Subsidiary formed solely for the

purpose of, and that engages only in, Permitted Receivables Financing, a “Receivables Subsidiary”),

which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by

the transferee or any successor transferee of Indebtedness, fractional undivided interests or other

securities that are to receive payments from, or that represent interests in, the cash flow derived

from such receivables and Receivables Assets or interests in such receivables and Receivables

Assets, or (ii) directly to one or more investors or other purchasers (other than any Parent Entity or

any of its Restricted Subsidiaries), it being understood that a Permitted Receivables Financing may

involve (A) one or more sequential transfers or pledges of the same receivables and Receivables

Assets, or interests therein (such as a sale, conveyance or other transfer to an Receivables

Subsidiary followed by a pledge of the transferred receivables and Receivables Assets to secure

Indebtedness incurred by the Receivables Subsidiary), and all such transfers, pledges and

Indebtedness incurrences shall be part of and constitute a single Permitted Receivables Financing,

and (B) periodic transfers or pledges of receivables and/or revolving transactions in which new

receivables and Receivables Assets, or interests therein, are transferred or pledged upon collection

of previously transferred or pledged receivables and Receivables Assets, or interests therein;

provided that any such transactions shall provide for recourse to such Restricted Subsidiary (other

than any Receivables Subsidiary) or the Issuer only in respect of the cash flows in respect of such

receivables and Receivables Assets and to the extent of other customary securitization undertakings

(as determined in good faith by the Board of Directors of the appropriate Receivables Subsidiary) in

the jurisdiction relevant to such transactions; provided that, for the avoidance of doubt, (1) no

portion of the Indebtedness or any other obligations (contingent or otherwise) of any Holdings or

any of its Subsidiaries or Receivables Subsidiary is guaranteed by the Issuer or a Guarantor, is

recourse to or obligates the Issuer or a Guarantor, or subjects any property or asset of the Issuer or a

Guarantor, directly or indirectly (other than with respect to its equity ownership interest in any

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Subsidiary), contingently or otherwise, to the satisfaction of obligations incurred in such

transactions; (2) neither the Issuer or any Guarantor has any obligation to maintain or preserve the

financial condition of a Receivables Subsidiary or cause such entity to achieve certain levels of

operating results and (3) (x) the aggregate “amount” or “principal amount” (as defined below) of all

Permitted Receivables Financings (other than those of one or more Foreign Subsidiaries) shall not

exceed $75.0 million at any time outstanding and (y) the aggregate “amount” or “principal amount”

of all Permitted Receivables Financings of one or more Foreign Subsidiaries shall not exceed

€125.0 million at any time outstanding.

The “amount” or “principal amount” of any Permitted Receivables Financing shall

be deemed at any time to be (1) the aggregate principal or stated amount of the Indebtedness,

fractional undivided interests (which stated amount may be described as a “net investment” or

similar term reflecting the amount invested in such undivided interest) or other securities incurred or

issued pursuant to such Permitted Receivables Financing, in each case outstanding at such time, or

(2) in the case of any Permitted Receivables Financing in respect of which no such Indebtedness,

fractional undivided interests or securities are incurred or issued, the cash purchase price paid by the

buyer in connection with its purchase of receivables less the amount of collections received in

respect of such receivables and paid to such buyer, excluding any amounts applied to purchase fees

or discount or in the nature of interest.

“Permitted Lien” has the meaning set forth in Section 4.13.

“Person” means an individual, partnership, corporation, limited liability company,

unincorporated organization, trust or joint venture, or a governmental agency or political

subdivision thereof.

“Physical Notes” means certificated Notes in registered form that are not Global

Notes.

“Preferred Stock” means, with respect to any Person, any and all preferred or

preference stock or other Equity Interests (however designated) of such Person having a preference

or priority over other Equity Interests (however designated) of such Person, whether now

outstanding or issued after the Issue Date.

“premium” has the meaning set forth in Section 6.02.

“principal” of a Note means the principal of such Note plus the premium, if any,

payable on such Note which is due or overdue or is to become due at the relevant time.

“Premises” means owned real properties required to be subject to a mortgage lien

that forms a portion of the Collateral (including all after-acquired real property that is not an

Excluded Asset).

“Principal Facility” means the land, land improvements, buildings and fixtures (to

the extent they constitute real property interests) (including any leasehold interest therein),

constituting corporate office, any manufacturing plant or any manufacturing facility and the

machinery and equipment located thereon, which are owned, on the Issue Date or thereafter, by the

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Issuer or a Restricted Subsidiary and which have a net book value at the date as of which the

determination is being made of in excess of one percent of the Consolidated Total Assets (including,

for purposes of such calculation, the land, land improvements, buildings and such fixtures

comprising such office, plant or facilities, as the case may be), other than any such land, land

improvements, buildings and fixtures which, in the opinion of the Board of Directors of the Issuer

(evidenced by a board resolution), is not of material importance to the business conducted by the

Issuer and its Restricted Subsidiaries taken as a whole.

“Private Placement Legend” means the legend substantially in the form set forth in

Exhibit B.

“Pro Forma Cost Savings” means, without duplication of amounts added-back to

calculate Consolidated EBITDA or otherwise being given pro forma effect, with respect to any

period, the reductions in costs and other operating improvements or synergies that have been

realized or are reasonably anticipated to be realized in good faith with respect to a pro forma event

within twelve months of the date of such pro forma event and that are reasonably identifiable and

factually supportable, as if all such reductions in costs and other operating improvements or

synergies had been effected as of the beginning of such period, decreased by any recurring

incremental expenses incurred or to be incurred during such Four-Quarter Period in order to achieve

such reduction in costs; provided, that the aggregate amount of Pro Forma Cost Savings and the

aggregate amount of cost savings, operating expense reductions and synergies added pursuant to

clause (7) of the definition of “Consolidated EBITDA”, when taken together with clauses (4), (5),

(6) and (11) of the definition of “Consolidated EBITDA,” shall not exceed 25.0% of Consolidated

EBITDA for such period (for purposes of clause (7), giving pro forma effect to the relevant

transaction, other than any cost savings, synergies, operating expense reductions or Pro Forma Cost

Savings) determined prior to giving effect to any adjustments pursuant to this definition or clauses

(4), (5), (6), (7) and (11) of the definition of “Consolidated EBITDA”.

“Proceeds” means “Proceeds” as defined in the UCC.

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

Securities Act.

“Qualified Equity Interests” of any Person means Equity Interests of such Person

other than Disqualified Stock. Unless otherwise specified, Qualified Equity Interests refer to

Qualified Equity Interests of the Issuer.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not

make a rating on the Notes publicly available, a nationally recognized statistical rating agency or

agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P

or both, as the case may be.

“Receivables Assets” has the meaning set forth in the definition of “Permitted

Receivables Financing.”

“Receivables Fees” means distributions or payments made directly or by means of

discounts with respect to any participation interest issued or sold in connection with, and other fees

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paid to a Person that is not a Restricted Subsidiary in connection with, any Permitted Receivables

Financing.

“Receivables Subsidiary” has the meaning set forth in the definition of “Permitted

Receivables Financing.”

“Redemption Date” when used with respect to any Note to be redeemed pursuant to

paragraph 5 of the Notes means the date fixed for such redemption by or pursuant to the terms of

this Indenture and the Notes.

“Redemption Premium” has the meaning set forth in Section 6.02.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew,

refund, repay, prepay, purchase, redeem, defease, replace, discharge or retire, or to issue other

Indebtedness in exchange or replacement for, such Indebtedness.  “Refinanced” and “Refinancing”

shall have correlative meanings.

“Refinancing Indebtedness” has the meaning set forth in Section 4.09(b)(6).

“Refinancing Transactions” means (i) the redemption on March 4, 2026 (as such date

may be extended to satisfy the conditions), of all the Issuer’s outstanding Existing First Lien Notes

at a price equal to 102.250% of the principal amount of such Existing First Lien Notes to be

redeemed, plus accrued and unpaid interest to, but not including, the date of the redemption, (ii) the

redemption on March 4, 2026 (as such date may be extended to satisfy the conditions), of all of the

Issuer’s outstanding Existing Junior Lien Notes at a price equal to 101.410% of the principal

amount of such Existing Junior Lien Notes to be redeemed, plus accrued and unpaid interest to, but

not including, the date of the redemption and (iii) the redemption on March 4, 2026 (as such date

may be extended to satisfy the conditions), of all of the Issuer’s outstanding Existing Unsecured

Notes at a price equal to 100.000% of the principal amount of such Existing Unsecured Notes to be

redeemed, plus accrued and unpaid interest to, but not including, the date of the redemption.

“Registrar” has the meaning set forth in Section 2.04.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” has the meaning set forth in Section 2.16.

“Regulation S Legend” means the legend substantially in the form set forth in

Exhibit D.

“Regulation S Notes” has the meaning set forth in Section 2.02.

“Related Business” means any business in which the Issuer or any of the Restricted

Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to

such business.

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“Related Business Assets” means assets (other than cash or Cash Equivalents) used

or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted

Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary will not be

deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt

of the securities of such Person, such Person would become a Restricted Subsidiary.

“Required Currency” has the meaning set forth in Section 12.01.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer

in the Corporate Trust Department of the Trustee including any vice president, assistant vice

president or any other officer of the Trustee who customarily performs functions similar to those

performed by the Persons who at the time shall be such officers, respectively, in each case, having

direct responsibility for the administration of this Indenture, and any other officer to whom any

corporate trust matter is referred because of such officer’s knowledge of and familiarity with the

particular subject.

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

Legend.

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

“Restricted Payment” means any of the following:

(1)the declaration or payment of any dividend or the making of any distribution

on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including

any dividend, payment or distribution payable in connection with any merger or

consolidation involving the Issuer other than: (A) dividends, payments or distributions by

the Issuer payable solely in Qualified Equity Interests of the Issuer or in options, warrants or

other rights to purchase such Equity Interests or (B) dividends, payments or distributions by

a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution

payable on or in respect of any class or series of securities issued by a Restricted Subsidiary

other than a wholly owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary

receives at least its pro rata share of such dividend, payment or distribution in accordance

with its Equity Interests in such class or series of securities;

(2)the purchase, redemption, defeasance or other acquisition or retirement for

value of any Equity Interests of the Issuer or Holdings or any other Parent Entity, including

in connection with any merger or consolidation, in each case, held by a Person other than the

Issuer or a Restricted Subsidiary;

(3)the making of any voluntary or optional payment on or with respect to, or

purchase, redemption, defeasance or other acquisition or retirement for value any

Indebtedness of the Issuer or any Guarantor that is unsecured, secured by Liens on the ABL

Collateral and the Fixed Asset Collateral that, in each case, are junior to the Liens securing

the Notes or contractually subordinated in right of payment to the Notes or to any Note

Guarantee, except any such payment on Indebtedness permitted under Section 4.09(b)(2)

and any payment of interest when due or principal at the Stated Maturity thereof or the

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purchase, redemption, repurchase, defeasance, acquisition or retirement for value of any

such Indebtedness within 365 days of the Stated Maturity thereof; or

(4)the making of any Restricted Investment.

“Restricted Payments Basket” has the meaning set forth in Section 4.10.

“Restricted Period” has the meaning set forth in Section 2.17.

“Restricted Physical Note” means a Physical Note bearing the Private Placement

Legend.

“Restricted Subsidiary” means any Subsidiary of the Issuer that is not an

Unrestricted Subsidiary.

“Reversion Date” has the meaning set forth in Section 4.17.

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

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

“Rule 144A Global Note” has the meaning set forth in Section 2.16.

“Rule 144A Notes” has the meaning set forth in Section 2.02.

“S&P” means Standard & Poor’s Ratings Group and any successor to its rating

agency business.

“Sale and Leaseback Transaction” means any sale or transfer made by the Issuer or

one or more Restricted Subsidiaries (except a sale or transfer made to the Issuer or one or more

Restricted Subsidiaries) of any Principal Facility that (in the case of a Principal Facility which is a

building or equipment) has been in operation, use or commercial production (exclusive of test and

start-up periods) by the Issuer or any Restricted Subsidiary for more than 180 days prior to such sale

or transfer, or that (in the case of a Principal Facility that is a parcel of real property not containing a

building) has been owned by the Issuer or any Restricted Subsidiary for more than 180 days prior to

such sale or transfer, if such sale or transfer is made with the intention of leasing, or as part of an

arrangement involving the lease of such Principal Facility to the Issuer or a Restricted Subsidiary

(except a lease for a period not exceeding 36 months made with the intention that the use of the

leased Principal Facility by the Issuer or such Restricted Subsidiary will be discontinued on or

before the expiration of such period); provided, however, that the creation of any Secured Debt

permitted under Section 4.13 shall not be deemed to create or be considered a Sale and Leaseback

Transaction.

“Secured Debt” means outstanding Indebtedness of the Issuer or a Restricted

Subsidiary which is secured by (a) a Lien in any property or asset of the Issuer or any Restricted

Subsidiary, or (b) a Lien in any shares of stock owned directly or indirectly by the Issuer in a

Restricted Subsidiary. The securing in the foregoing manner of any previously unsecured

Indebtedness shall be deemed to be the creation of Secured Debt at the time such security is given.

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The amount of Secured Debt at any time outstanding shall be the aggregate principal amount then

owing thereon by the Issuer and the Restricted Subsidiaries.

“Securities Account” means “Securities Account” as defined in the UCC.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and

regulations of the Commission promulgated thereunder.

“Senior Secured Net Leverage Ratio” means, as of the date of determination, the

ratio of (a) the Total Debt of the Issuer and the Restricted Subsidiaries secured by a Lien to (b)

Consolidated EBITDA of the Issuer and the Restricted Subsidiaries for the Four-Quarter Period

ending immediately prior to such date. In the event that the Issuer or any Restricted Subsidiary

incurs, redeems, retires, defeases or extinguishes any Total Debt (other than Indebtedness under a

revolving credit facility unless such Indebtedness has been permanently paid and not replaced)

subsequent to the commencement of the period for which the Senior Secured Net Leverage Ratio is

being calculated but prior to or simultaneously with the event for which the calculation of the Senior

Secured Net Leverage Ratio is made, then the Senior Secured Net Leverage Ratio shall be

calculated giving pro forma effect to such incurrence, redemption, retirement, defeasance or

extinguishment of Total Debt as if the same had occurred at the beginning of the applicable Four-

Quarter Period. Notwithstanding anything to the contrary set forth in the definition of “Consolidated

EBITDA” (and all component definitions referenced in such definitions), whenever pro forma effect

is to be given to acquisition, disposition or incurrence, redemption, retirement, defeasance or

extinguishment of Total Debt, the pro forma calculations shall be determined in good faith by a

responsible officer of the Issuer.

“Series” means, (a) with respect to the holders of Fixed Asset Debt, each of (1) the

Collateral Agent and the Holders (in their capacities as such), in the case of the Notes and (2) the

holders of any other series of Fixed Asset Debt that become party to a pari passu intercreditor

agreement and the trustee, agent or representative of the holders of such series of Fixed Asset Debt

who is appointed as a representative of such series of Fixed Asset Debt (for purposes related to the

administration of the applicable security documents related thereto) pursuant to the indenture, credit

agreement or other agreement governing such series of Fixed Asset Debt (in their capacities as

such) and (b) with respect to any Fixed Asset Obligations, each of (1) the Obligations in respect of

the Notes and (2) the Obligations in respect of other Fixed Asset Debt which are to be represented

under a pari passu intercreditor agreement by a common collateral agent (in its capacity as such for

such other Fixed Asset Debt).

“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.

“Similar Business” means any business conducted or proposed to be conducted by

the Issuer or any of its Restricted Subsidiaries on the Issue Date and any business or other activities

that are reasonably similar, ancillary, complementary or related thereto, or a reasonable extension,

development or expansion thereof.

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“Stated Maturity” means, with respect to any installment of interest or principal on

any series of Indebtedness, the date on which such payment of interest or principal was scheduled to

be paid in the documentation governing such Indebtedness, and shall 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.

“Subject Property” means any contract, license, lease, agreement, instrument or other

document to the extent that such grant of a security interest therein is (1) prohibited by, or

constitutes a breach or default under, or results in the termination of, or requires any consent not

obtained under, such contract, license, lease, agreement, instrument or other document, or, in the

case of any Equity Interests or other securities, any applicable shareholder or similar agreement or

(2) otherwise constitutes or results in the abandonment, invalidation or unenforceability of any

right, title or interest of the Issuer or any Guarantor under such contract, license, lease, agreement,

instrument or other document, except, in each case, to the extent that applicable law or the term in

such contract, license, lease, agreement, instrument or other document or shareholder or similar

agreement providing for such prohibition, breach, default or termination or requiring such consent is

ineffective under applicable law or purports to prohibit the granting of a security interest over all or

a material portion of assets of the Issuer or any Guarantor; provided, however, that the foregoing

exclusions shall not apply to the extent that any such prohibition, default or other term would be

rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant

jurisdiction or any other applicable law or principles of equity; provided, further, that the security

interest shall attach immediately to any portion of such Subject Property that does not result in any

of the consequences specified above including, without limitation, any proceeds of such Subject

Property.

“Subordinated Indebtedness” means Indebtedness of the Issuer or any Restricted

Subsidiary that is expressly subordinated in right of payment to the Notes or the Note Guarantees by

the Issuer or such Restricted Subsidiary, as the case may be.

“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such

Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior

in right of payment to the Notes, or a Subsidiary Guarantee of such Person, as the case may be,

pursuant to a written agreement to that effect.

“Subsidiary” means a corporation, association, partnership, limited liability company

or other entity of which more than 50% of the outstanding Voting Stock is owned, directly or

indirectly, by a Person or by one or more other Subsidiaries of such Person, or by a Person and one

or more other Subsidiaries of such Person. Unless otherwise specified, a Subsidiary refers to a

Subsidiary of the Issuer.

“Subsidiary Guarantee” means a Guarantee by a Subsidiary Guarantor of the Issuer’s

obligations with respect to the Notes and, to the extent permitted under Section 4.09, the related

Additional Notes, if any.

“Subsidiary Guarantor” means, with respect to the Notes, a Guarantor that is a

Restricted Subsidiary of the Issuer.

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“Successor Company” has the meaning set forth in Section 5.01.

“Suspended Covenants” has the meaning set forth in Section 4.17.

“Suspension Date” has the meaning set forth in Section 4.17.

“Suspension Period” has the meaning set forth in Section 4.17.

“Tax Group” has the meaning set forth in Section 4.10.

“Tax Jurisdiction” has the meaning set forth in Section 2.19.

“Taxes” has the meaning set forth in Section 2.19.

“Third Party Claim” has the meaning set forth in Section 7.07.

“Total Debt” means, at any date of determination, the aggregate principal amount of

all outstanding Indebtedness of the Issuer and the Restricted Subsidiaries determined on a

consolidated basis, to the extent required to be recorded on a balance sheet in accordance with

GAAP, consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and debt

obligations evidenced by promissory notes or similar instruments (other than letters of credit to the

extent undrawn), minus the aggregate amount of unrestricted cash and Cash Equivalents held by the

Issuer and its Restricted Subsidiaries as of the end of the most recent fiscal period; provided that,

without duplication, cash or Cash Equivalents subject to Cash Pooling Arrangements or in bank

accounts of the Issuer and/or Foreign Subsidiaries maintained as part of the Cash Pooling

Arrangements shall be calculated net of liabilities for Obligations of the Issuer and/or Foreign

Subsidiaries participating in such Cash Pooling Arrangements.

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Total Net Leverage Ratio” means, as of the date of determination, the ratio of (a)

the Total Debt of the Issuer and the Restricted Subsidiaries to (b) Consolidated EBITDA of the

Issuer and the Restricted Subsidiaries for the Four-Quarter Period ending immediately prior to such

date. In the event that the Issuer or any Restricted Subsidiary incurs, redeems, retires, defeases or

extinguishes any Total Debt (other than Indebtedness under a revolving credit facility unless such

Indebtedness has been permanently paid and not replaced) subsequent to the commencement of the

period for which the Total Net Leverage Ratio is being calculated but prior to or simultaneously

with the event for which the calculation of the Total Net Leverage Ratio is made, then the Total Net

Leverage Ratio shall be calculated giving pro forma effect to such incurrence, redemption,

retirement, defeasance or extinguishment of Total Debt as if the same had occurred at the beginning

of the applicable Four-Quarter Period. Notwithstanding anything to the contrary set forth in the

definition of “Consolidated EBITDA” (and all component definitions referenced in such

definitions), whenever pro forma effect is to be given to acquisition, disposition or incurrence,

redemption, retirement, defeasance or extinguishment of Total Debt, the pro forma calculations

shall be determined in good faith by a responsible officer of the Issuer. For the avoidance of doubt,

any Participating Financial Instruments issued pursuant to Section 4.09(b)(16) shall not be included

in Total Debt for purposes of calculating the First Lien Senior Secured Net Leverage Ratio.

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“Transfer” means to sell, assign, transfer, lease (other than pursuant to an operating

lease entered into in the ordinary course of business), convey or otherwise dispose of, including by

any Sale and Leaseback Transaction, consolidation, merger, liquidation, dissolution or otherwise, in

one transaction or a series of transactions.

“Treasury Management Arrangement” means any agreement or other arrangement

governing the provision of treasury or cash management services, including Deposit Accounts,

overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts,

returned check concentration, controlled disbursement, lockbox, account reconciliation and

reporting and trade finance services and other cash management services.

“Trustee” means the party named as such in this Indenture until a successor replaces

it pursuant to this Indenture and thereafter means the successor.

“U.S. Borrowing Base” means, on any date of determination, an amount equal to the

“U.S. Borrowing Base” (as defined in the ABL Credit Facility, as in effect on the date hereof).

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency

other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained

by converting such foreign currency involved in such computation into U.S. dollars at the spot rate

for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street

Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two

Business Days prior to such determination.

“U.S. Government Obligations” means marketable direct obligations issued by, or

unconditionally guaranteed as to full and timely payment by, the United States Government or

issued by any agency or instrumentality thereof and backed by the full faith and credit of the United

States of America that, in each case, mature within one year from the date of acquisition thereof and

are not callable or redeemable at the option of the issuer thereof.

“U.S. Person” means a “U.S. person” as defined in Rule 902(k) under the Securities

Act.

“UCC” means the Uniform Commercial Code (or any successor statute) as in effect

from time to time in the relevant jurisdiction.

“Unrestricted Global Note” means a permanent Global Note, substantially in the

form of Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other

variations as are required or not prohibited by this Indenture, bearing the Global Note Legend and

that has the “Schedule of Exchanges of Interests in Global Note” attached thereto, and that is

deposited with or on behalf of and registered in the name of the Depository, representing the Notes

that do not bear the Private Placement Legend.

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“Unrestricted Notes” means Unrestricted Global Notes and Unrestricted Physical

Notes.

“Unrestricted Physical Note” means a Physical Note that does not bear and is not

required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1)any Subsidiary of the Issuer that at the time of determination shall be

designated an Unrestricted Subsidiary by the Board of Directors in the manner provided

below;

(2)any Subsidiary of an Unrestricted Subsidiary; and

(3)Liveline Technologies Inc.

The Board of Directors of the Issuer may designate any Subsidiary of the Issuer

(including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless

such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any

Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of

the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so

designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000,

such designation would be permitted under Section 4.10. Any such designation by the Board of

Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy

of the resolution of the Board of Directors of the Issuer giving effect to such designation and an

Officer’s Certificate certifying that such designation complied with the foregoing provisions.

Any designation of a Subsidiary as an Unrestricted Subsidiary will be deemed to be a

designation of each of such entity’s Subsidiaries as Unrestricted Subsidiaries. If a Restricted

Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all

outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary

designated as an Unrestricted Subsidiary shall 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 4.10

or under one or more of the clauses of the definition of “Permitted Investment,” as determined by

the Issuer. That designation will only be permitted if the Investment would be permitted at that time

and if the Restricted Subsidiary otherwise meets this definition of an “Unrestricted Subsidiary.”

Notwithstanding the foregoing, no Material Restricted Subsidiary may be designated

as an Unrestricted Subsidiary at any time; provided, however, that the Board of Directors of the

Issuer may, in connection with an acquisition or similar transaction that constitutes a Permitted

Investment, designate (i) any newly acquired Person that becomes a Restricted Subsidiary upon

such acquisition or similar transaction or (ii) an existing Restricted Subsidiary that is a special

purpose acquisition entity (and otherwise has no assets or revenues) that such acquired Person is

merged or consolidated with or into, or transfers or conveys all or substantially all its assets to such

Subsidiary in connection with such acquisition or similar transaction as an Unrestricted Subsidiary

subject to compliance with the designation requirements set forth above.

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The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be

a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation

(A) the Issuer could Incur $1.00 of additional Indebtedness under Section 4.09(a) and (B) no

Default or Event of Default shall have occurred and be continuing.  Any such designation by the

Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the

Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such

designation and an Officer’s Certificate certifying that such designation complied with the

foregoing provisions.

“Voting Stock” means any class or classes of Capital Stock pursuant to which the

holders thereof have power to vote in the election of directors, managers or trustees of any Person

(irrespective of whether or not, at the time, stock of any other class or classes shall have, or might

have, voting power by reason of the happening of any contingency).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or

Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of

the products of the number of years from the date of determination to the date of each successive

scheduled principal payment of such Indebtedness or redemption or similar payment with respect to

such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such

payments.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of

the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying

shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of

such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

Section 1.02Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it herein, whether defined expressly or by

reference;

(2)“or” is not exclusive;

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

(4)words used herein implying any gender shall apply to both genders;

(5)“herein,” “hereof” and other words of similar import refer to this Indenture as

a whole and not to any particular Article, Section or other subsection;

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(6)unless otherwise specified herein, all accounting terms used herein shall be

interpreted, all accounting determinations hereunder shall be made, and all financial

statements required to be delivered hereunder shall be prepared in accordance with GAAP;

(7)“$” and “U.S. Dollars” each refer to United States dollars, or such other

money of the United States of America that at the time of payment is legal tender for

payment of public and private debts;

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

(9)“including” means including without limitation; and

(10)so long as a Parent Entity of the Issuer does not hold any material assets other

than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by

the Board of Directors or senior management of such Parent Entity), any calculations or

measure that is determined with reference to the Issuer’s financial statements including,

without limitation, Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net

Income, Senior Secured Net Leverage Ratio, Total Net Leverage Ratio, Consolidated Fixed

Charge Coverage Ratio, Consolidated Fixed Charges, Permitted Receivables Financing,

Consolidated Total Assets and the Restricted Payments Basket may be determined with

reference to such Parent Entity’s financial statements instead.

ARTICLE II.

THE SECURITIES

Section 2.01Amount of Notes.

The Trustee shall initially authenticate $1,100,000,000 aggregate principal amount of

Notes for original issue on the Issue Date upon an Issuer Order, together with an Officer’s

Certificate; provided that an Opinion of Counsel shall not be required in connection with such

issuance, authentication and delivery of the Notes on the Issue Date.  Subject to Sections 4.09, 4.13

and 8.02(c), the Trustee shall authenticate additional Notes (“Additional Notes”) thereafter for

original issue upon an Issuer Order (an “Authentication Order”) in aggregate principal amount as

specified in such Authentication Order.  The Trustee shall also authenticate (i) replacement Notes as

provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in

connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv)

[reserved], (v) Notes issued in connection with a partial redemption of the Notes as provided in

Section 3.06 or a partial repurchase of a Note as provided in Sections 4.07 and 4.08 and (vi) Notes

exchanged as provided in Section 8.05, in each case, upon an Authentication Order in aggregate

principal amount as specified in such order.  Each such written order shall specify the principal

amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Unless

the context requires otherwise, references to “Notes” for all purposes of this Indenture include any

Additional Notes that are actually issued.

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Section 2.02Form and Dating; Legends.

The Notes and the Trustee’s certificate of authentication with respect thereto shall be

substantially in the form set forth in Exhibit A, each of which is incorporated in and forms a part of

this Indenture.  Each Note shall be dated the date of its authentication.

The Notes may have notations, legends or endorsements required by law, rule or

usage to which the Issuer is subject.  Without limiting the generality of the foregoing, Notes offered

and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”), Notes

offered and sold to Non-U.S. Persons in offshore transactions in reliance on Regulation S

(“Regulation S Notes”) and all other Restricted Global Notes shall bear the Private Placement

Legend.  All Global Notes shall bear the Global Note Legend. Regulation S Notes shall bear the

Regulation S Legend.  Notes issued with original issue discount shall bear the Original Issue

Discount Legend.

The terms and provisions contained in the Notes shall constitute, and are expressly

made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the

Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and

provisions and agree to be bound thereby.  If there is a conflict between the terms of the Notes and

this Indenture, the terms of this Indenture shall govern.

The Notes may be presented for registration of transfer and exchange at the offices of

the Registrar.

Section 2.03Execution and Authentication.

The Notes shall be executed on behalf of the Issuer by one Officer of the Issuer.  The

signature of such Officer on the Notes may be manual, facsimile or electronic (including “.pdf”).

If an Officer whose signature is on a Note was an Officer at the time of such

execution but no longer holds that office at the time the Trustee authenticates the Note, the Note

shall be valid nevertheless.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory

for any purpose unless there appears on such Note a certificate of authentication substantially in the

form provided for herein executed by the Trustee by manual, facsimile or electronic (including

“.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only

evidence, that such Note has been duly authenticated and delivered hereunder.  Notwithstanding the

foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and

sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided

in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been

authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

The Trustee may appoint one or more authenticating agents reasonably acceptable to

the Issuer to authenticate the Notes.  Unless otherwise provided in the appointment, an

authenticating agent may authenticate the Notes whenever the Trustee may do so.  Each reference in

this Indenture to authentication by the Trustee includes authentication by such agent. 

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An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the

Issuer.  Each Paying Agent is designated as an authenticating agent for purposes of this Indenture.

Notes shall be initially issuable only in registered form without coupons in

denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Section 2.04Registrar and Paying Agent.

The Issuer shall maintain (a) an office or agency where Notes may be presented for

registration of transfer or for exchange (the “Registrar”), (b) an office or agency in the Borough of

Manhattan, The City of New York, the State of New York or in the city in the United States in

which the Trustee’s Corporate Trust Office is located, where Notes may be presented for payment

(the “Paying Agent”) and (c) an office or agency where notices and demands to or upon the Issuer,

if any, in respect of the Notes and this Indenture may be served.  The Registrar shall keep a register

of the Notes and of their transfer and exchange.  The Registrar shall provide a copy of such register

from time to time upon request of the Issuer.  The Issuer may appoint one or more co-registrars and

one or more additional Paying Agents.  The term “Registrar” includes any co-registrars.  The term

“Paying Agents” means the Paying Agent and any additional Paying Agents.  The Issuer may

change any Paying Agent or Registrar without notice. The Issuer or any Restricted Subsidiaries may

act as Registrar or a Paying Agent.

The Issuer shall enter into an appropriate agency agreement with any Agent that is

not a party to this Indenture.  The agreement shall implement the provisions of this Indenture that

relate to such Agent.  The Issuer shall notify the Trustee of the name and address of any such Agent. 

If the Issuer fails to maintain a Registrar or any required co-registrar or Paying Agent, or fails to

give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate

compensation in accordance with Section 7.07.

The Issuer initially appoints the Trustee as Registrar, Paying Agent and Depository

Custodian.

The Issuer initially appoints The Depository Trust Company to act as Depository

with respect to the Global Notes.  The Issuer may change the Depository at any time without notice

to any Holder, but the Issuer will notify the Trustee of the name and address of any new Depository.

The Issuer shall be responsible for making calculations called for under the Notes,

including but not limited to determination of redemption price, premium, if any, and any Additional

Amounts or other amounts payable on the Notes.  The Issuer will make the calculations in good

faith and, absent manifest error, its calculations will be final and binding on the Holders.  The Issuer

will provide a schedule of its calculations to the Trustee when reasonably requested by the Trustee,

and the Trustee is entitled to rely conclusively on the accuracy of the Issuer’s calculations without

independent verification. The Trustee shall forward the Issuer’s calculations referred to above in

this paragraph to any Holder upon the written request of such Holder.

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Section 2.05Paying Agent To Hold Money in Trust.

The Paying Agent shall hold in trust for the benefit of the Noteholders or the Trustee

all money held by the Paying Agent for the payment of principal of or premium or interest on the

Notes (whether such money has been paid to it by the Issuer, one or more of the Guarantors or any

other obligor on the Notes), and the Issuer and the Paying Agent shall notify the Trustee of any

default by the Issuer (or any other obligor on the Notes) in making any such payment.  Money held

in trust by a Paying Agent need not be segregated except as required by law and in no event shall a

Paying Agent be liable for any interest on any money received by it hereunder.  The Issuer at any

time may require a Paying Agent to pay all money held by it to the Trustee and account for any

funds disbursed and the Trustee may at any time during the continuance of any Event of Default

specified in Section 6.01(1) or (2), upon written request to a Paying Agent, require such Paying

Agent to pay forthwith all money so held by it to the Trustee and to account for any funds

disbursed.  Upon making such payment, such Paying Agent shall have no further liability for the

money delivered to the Trustee.

Section 2.06Noteholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most

recent list available to it of the names and addresses of the Noteholders.  If the Trustee is not the

Registrar, the Issuer shall furnish to the Trustee at least two 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

Noteholders.

Section 2.07Transfer and Exchange.

Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a

request from the Holder of such Notes to register a transfer or to exchange them for an equal

principal amount of Notes of other authorized denominations, the Registrar shall register the

transfer as requested.  Every Note presented or surrendered for registration of transfer or exchange

shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to

the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in

writing.  To permit registrations of transfers and exchanges, the Issuer shall issue and execute and,

upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall

authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such

transfer or exchange at the Registrar’s request.  No service charge shall be made to the Noteholder

for any registration of transfer or exchange.  The Issuer or the Trustee may require from the

Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge

that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any

transfer or exchange pursuant to Section 2.11, 3.06, 4.07, 4.08 or 8.05 (in which events the Issuer

shall be responsible for the payment of such taxes or other charge).  The Registrar shall not be

required to exchange or register a transfer of any Note for a period of 15 days immediately

preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected,

called or being called for redemption except the unredeemed portion of any Note being redeemed in

part.

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Any Holder of a Global Note shall, by acceptance of such Global Note, agree that

transfers of the beneficial interests in such Global Note may be effected only through a book entry

system maintained by the Holder of such Global Note (or its agent), and that ownership of a

beneficial interest in the Global Note shall be required to be reflected in a book entry.  By its

acceptance of any Note bearing the Private Placement Legend, each Holder of such Note

acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private

Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

Section 2.08Replacement Notes.

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a

Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and,

upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall

authenticate a replacement Note (and the Guarantors shall execute the Guarantees thereon) if the

Holder of such Note furnishes to the Issuer and the Trustee evidence reasonably acceptable to them

of the ownership and the destruction, loss or theft of such Note and if the requirements of Section

8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. 

If required by the Trustee or the Issuer, an indemnity bond shall be posted, sufficient in the

judgment of all to protect the Issuer, the Guarantors, the Trustee, the Registrar and any Paying

Agent from any loss that any of them may suffer if such Note is replaced.  The Issuer may charge

such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the

Trustee may charge the Issuer for the Trustee’s reasonable out-of-pocket expenses (including,

without limitation, attorneys’ fees and disbursements) in replacing such Note and may require the

payment of a sum sufficient to cover any tax, assessment, fee or other charge that may be imposed

in relation thereto and any other expenses (including the reasonable out-of-pocket fees and expenses

of the Trustee) connected therewith.  Every replacement Note shall constitute a contractual

obligation of the Issuer.  The provisions of this Section 2.08 are exclusive and will preclude (to the

extent lawful) all other rights and remedies with respect to the replacement or payment of lost,

destroyed, mutilated or wrongfully taken Notes.

Section 2.09Outstanding Notes.

The Notes outstanding at any time are all Notes that have been authenticated by the

Trustee except for (a) those canceled by or on behalf of the Trustee, (b) those accepted by the

Trustee for cancellation, (c) those reductions in the interest in a Global Note effected by the Trustee

in accordance with the provisions hereof, (d) to the extent set forth in Sections 9.01, 9.02 and 9.03,

on or after the date on which the conditions set forth in Section 9.01, 9.02 or 9.03 have been

satisfied, those Notes theretofore authenticated by the Trustee hereunder and (e) those described in

this Section 2.09 as not outstanding.  Subject to Section 2.10, a Note does not cease to be

outstanding because the Issuer or one of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the

Trustee receives proof satisfactory to the Trustee and the Issuer that the replaced Note is held by a

bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer.

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If a Paying Agent holds, in its capacity as such, on any Maturity Date, Redemption

Date or purchase date, U.S. Dollars sufficient to pay all accrued and unpaid interest and principal

with respect to the Notes payable on that date and is not prohibited from paying such money to the

Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall

cease to be outstanding and interest on them shall cease to accrue.

Section 2.10Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have

concurred in any declaration of acceleration or notice of default or direction, waiver or consent or

any amendment, modification or other change to this Indenture, Notes owned by the Issuer or any

other Affiliate of the Issuer shall be disregarded as though they were not outstanding, except that for

the purposes of determining whether the Trustee shall be protected in relying on any such direction,

waiver or consent or any amendment, modification or other change to this Indenture, only Notes as

to which a Responsible Officer of the Trustee has actually received an Officer’s Certificate stating

that such Notes are so owned shall be so disregarded.  Notes so owned which have been pledged in

good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the

pledgee’s right so to act with respect to the Notes and that the pledgee is not the Issuer, a Guarantor,

any other obligor on the Notes or any of their respective Affiliates.

Section 2.11Temporary Notes.

Until definitive Notes are prepared and ready for delivery, the Issuer may prepare

and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall

authenticate temporary Notes.  Temporary Notes shall be substantially in the form of definitive

Notes but may have variations that the Issuer considers appropriate for temporary Notes.  Without

unreasonable delay, the Issuer shall prepare and, upon receipt of an Authentication Order in

accordance with Section 2.01, the Trustee shall authenticate definitive Notes in exchange for

temporary Notes.  Until such exchange, temporary Notes shall be entitled to the same rights,

benefits and privileges as definitive Notes.

Section 2.12Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation.  The

Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for

registration of transfer, exchange or payment.  The Trustee shall cancel all Notes surrendered for

registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such

canceled Notes in its customary manner.  The Issuer may not reissue or resell or issue new Notes to

replace Notes that the Issuer has redeemed or paid, or that have been delivered to the Trustee for

cancellation.

Section 2.13Defaulted Interest.

If the Issuer defaults on a payment of interest on the Notes, the Issuer shall pay the

defaulted interest then borne by the Notes plus (to the extent permitted by law) any interest payable

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on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders

thereof on a subsequent special record date, which date shall be at least five Business Days prior to

the payment date.  If such default continues for thirty (30) days, the Issuer shall fix such special

record date and payment date in a manner satisfactory to the Trustee.  At least 10 days before such

special record date, the Issuer (or upon the written request of the Issuer, the Trustee, in the name

and at the expense of the Issuer) shall mail to each affected Noteholder a notice that states the

special record date, the payment date and the amount of defaulted interest, and interest payable on

defaulted interest, if any, to be paid.  The Issuer may make payment of any defaulted interest in any

other lawful manner not inconsistent with the requirements (if applicable) of any securities

exchange on which the Notes may be listed and, upon such notice as may be required by such

exchange, if, after written notice given by the Issuer to the Trustee of the proposed payment

pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee.  If

the Issuer elects for the Trustee to send such notice to the Holders then the Issuer shall provide such

notice to the Trustee at least five (5) days (or such shorter time as may be agreed by the Trustee in

its discretion) before such notice is required to be mailed to the Holders.

Notwithstanding the foregoing, any interest which is paid prior to the expiration of

the 30-day period set forth in Section 6.01(1) shall be paid to Holders as of the record date for the

Interest Payment Date for which interest has not been paid.

Section 2.14CUSIP and ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP” and “ISIN” numbers, and if so

used, such CUSIP and ISIN numbers shall be included in notices as a convenience to Holders;

provided that the Trustee shall have no liability for any defect in the CUSIP numbers as they appear

on any Notes, notice or elsewhere and that any such notice may state that no representation is made

as to the correctness or accuracy of the CUSIP or ISIN numbers printed in the notice or on the

Notes, that reliance may be placed only on the other identification numbers printed on the Notes,

and any such notice shall not be affected by any defect in or omission of such CUSIP or ISIN

numbers.  The Issuer shall promptly notify the Trustee, in writing, of any such CUSIP or ISIN

number used by the Issuer in connection with the issuance of the Notes and of any change in any

such CUSIP or ISIN number. In the case of any Additional Notes that are not fungible with the

Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP

number and ISIN number from the Notes.

Section 2.15Deposit of Moneys.

Prior to noon, New York City time, on each Interest Payment Date and Maturity

Date, the Issuer shall have deposited with the Paying Agent in immediately available funds U.S.

Dollars sufficient to make cash payments, if any, due on such Interest Payment Date or Maturity

Date, as the case may be, in a timely manner which permits such Paying Agents to remit payment to

the Holders on such Interest Payment Date or Maturity Date, as the case may be.  The principal and

interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as

the sole registered owner and the sole Holder of the Global Notes represented thereby.  The

principal and interest on Physical Notes shall be payable, either in person, by wire transfer or by

mail, at the office of the Paying Agent.  Final payment of principal on the Maturity Date will only

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be made by the Trustee upon surrender of the related Note to the Trustee at its Corporate Trust

Office.

Section 2.16Book-Entry Provisions for Global Notes.

(a)Rule 144A Notes initially shall be represented by one or more Notes in registered,

global form without interest coupons (collectively, the “Rule 144A Global Note”).  Regulation S

Notes initially shall be represented by one or more Notes in registered, global form without interest

coupons (collectively, the “Regulation S Global Note”).  The term “Global Notes” means the Rule

144A Global Note and the Regulation S Global Note.  The Global Notes shall bear the Global Note

Legend.  The Global Notes initially shall (i) be registered in the name of the Depository or the

nominee of such Depository, in each case, for credit to an account of an Agent Member, (ii) be

delivered to the Trustee as custodian for such Depository and (iii) bear the Private Placement

Legend.

Members of, or direct or indirect participants in, the Depository (“Agent Members”)

shall have no rights under this Indenture with respect to any Global Note held on their behalf by the

Depository or under the Global Notes.  The Depository may be treated by the Issuer, the Trustee

and any agent of the Issuer or the Trustee as the absolute owner of the Global Notes for all purposes

whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or

any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other

authorization furnished by the Depository or impair, as between the Depository and its Agent

Members, the operation of customary practices governing the exercise of the rights of a Holder of

any Note.  None of the Issuer, the Trustee, the Paying Agent nor the Registrar shall have any

responsibility or liability for any acts or omissions of the Depository with respect to such Global

Note, for the records of the Depository, including records in respect of the beneficial owners of any

such Global Note, for any transactions between the Depository and any Agent Member or between

or among the Depository, any such Agent Member and/or any Holder or beneficial owner of such

Global Note, or for any transfers of beneficial interests in any such Global Note.

(b)Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the

Depository, its successors or their respective nominees.  Interests of beneficial owners in the Global

Notes may be transferred or exchanged for Physical Notes only in accordance with the applicable

rules and procedures of the Depository and the provisions of Section 2.17.  In addition, a Global

Note shall be exchangeable for Physical Notes (i) if requested by a holder of such interests upon

receipt by the Trustee of written instructions from the Depository or its nominee on behalf of any

beneficial owner and in accordance with the rules and procedures of the Depository and provisions

of this Section 2.16 or (ii) if the Depository notifies the Issuer that it is unwilling or unable to

continue as depository for such Global Note and the Issuer thereupon fail to appoint a successor

depository within 120 days or (iii) if the Depository has ceased to be a clearing agency registered

under the Exchange Act or (iv) if there shall have occurred and be continuing an Event of Default

with respect to such Global Note and the Depository has requested such exchange.  In all cases,

Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be

registered in the names, and issued in any approved denominations, requested by or on behalf of the

Depository in accordance with its customary procedures.

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(c)In connection with the transfer of a Global Note as an entirety to beneficial owners

pursuant to subsection (b) of this Section 2.16, such Global Note shall be deemed to be surrendered

to the Trustee for cancellation, and the Issuer shall execute and, upon receipt of an Authentication

Order in accordance with Section 2.01, the Trustee shall authenticate and deliver, to each beneficial

owner identified by the Depository in writing in exchange for its beneficial interest in such Global

Note, an equal aggregate principal amount of Physical Notes of authorized denominations.

(d)Any Restricted Physical Note delivered in exchange for an interest in a Global Note

pursuant to Section 2.17 shall, except as otherwise provided in Section 2.17, bear the Private

Placement Legend.

(e)The Holder of any Global Note may grant proxies and otherwise authorize any

Person, including Agent Members and Persons that may hold interests through Agent Members, to

take any action which a Holder is entitled to take under this Indenture or the Notes.

Section 2.17Transfer and Exchange of Notes.

(a)Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a

whole except as set forth in Section 2.16(b).  Global Notes will not be exchanged by the Issuer for

Physical Notes except under the circumstances described in Section in Section 2.16(b).  Global

Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and

2.11.  Beneficial interests in a Global Note may be transferred and exchanged as provided in Section

2.17(b) or 2.17(f).

(b)Transfer and Exchange of Beneficial Interests in Global Notes.  The transfer and

exchange of beneficial interests in the Global Notes shall be effected through the Depository, in

accordance with the provisions of this Indenture and the applicable rules and procedures of the

Depository.  Beneficial interests in Restricted Global Notes shall be subject to restrictions on

transfer comparable to those set forth herein to the extent required by the Securities Act.  Beneficial

interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global

Notes.  Transfers and exchanges of beneficial interests in the Global Notes also shall require

compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the

other following subparagraphs, as applicable:

(i)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests

in any Restricted Global Note may be transferred to Persons who take delivery thereof in the

form of a beneficial interest in the same Restricted Global Note in accordance with the

transfer restrictions set forth in the Private Placement Legend; provided, however, that prior

to the 40th day after the later of the commencement of the offering of the Notes represented

by a Regulation S Global Note and the issue date of such Notes (such period through and

including such 40th day, the “Restricted Period”), transfers of beneficial interests in a

Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of

a U.S. Person.  A beneficial interest in an 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 2.17(b)(i).

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(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. 

In connection with all transfers and exchanges of beneficial interests in any Global Note that

is not subject to Section 2.17(b)(i), the transferor of such beneficial interest must deliver to

the Registrar (1) a written order from an Agent Member given to the Depository in

accordance with the applicable rules and procedures of the Depository directing the

Depository to credit or cause to be credited a beneficial interest in another Global Note in an

amount equal to the beneficial interest to be transferred or exchanged and (2) instructions

given in accordance with the applicable rules and procedures of the Depository containing

information regarding the Agent Member account to be credited with such increase.  Upon

satisfaction of all of the requirements for transfer or exchange of beneficial interests in

Global Notes contained in this Indenture and the Notes, the Trustee shall adjust the principal

amount of the relevant Global Note(s) pursuant to Section 2.17(f).

(iii)Transfer of Beneficial Interests to Another Restricted Global Note.  A

beneficial interest in a 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 2.17(b)(ii) above and the Registrar

receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest

in a Rule 144A Global Note, then the transferor must deliver a certificate in the form

of Exhibit E, including the certifications in item (1) thereof; and

(B)if the transferee will take delivery in the form of a beneficial interest

in a Regulation S Global Note, then the transferor must deliver a certificate in the

form of Exhibit E, including the certifications in item (2) thereof.

(iv)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for

Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in a 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 2.17(b)(ii) above and the Registrar receives the following:

(A)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 F,

including the certifications in item (1)(a) thereof; or

(B)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 F, including the certifications in

item (4) thereof,

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and, in each such case, 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

or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted

Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an

Authentication Order in accordance with Section 2.01, 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 or exchanged pursuant to this

subparagraph (iv).

(v)Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note

for Beneficial Interests in a Restricted Global Note.  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 and Exchange of Beneficial Interests in Global Notes for Physical Notes.  A

beneficial interest in a Global Note may not be exchanged for a Physical Note except under the

circumstances described in Section 2.16(b).  A beneficial interest in a Global Note may not be

transferred to a Person who takes delivery thereof in the form of a Physical Note except under the

circumstances described in Section 2.16(b).

(d)Transfer and Exchange of Physical Notes for Beneficial Interests in Global Notes. 

Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance

with either subparagraph (i), (ii) or (ii) below, as applicable:

(i)Restricted Physical Notes to Beneficial Interests in Restricted Global Notes. 

If any Holder of a Restricted Physical Note proposes to exchange such Restricted Physical

Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted

Physical Note to a Person who takes delivery thereof in the form of a beneficial interest in a

Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Physical Note proposes to exchange

such Restricted Physical Note for a beneficial interest in a Restricted Global Note, a

certificate from such Holder in the form of Exhibit F, including the certifications in

item (2)(a) thereof;

(B)if such Restricted Physical Note is being transferred to a Qualified

Institutional Buyer in accordance with Rule 144A under the Securities Act, a

certificate to the effect set forth in Exhibit E, including the certifications in item (1)

thereof;

(C)if such Restricted Physical Note is being transferred to a Non-U.S.

Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the

Securities Act, a certificate to the effect set forth in Exhibit E, including the

certifications in item (2) thereof;

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(D)if such Restricted Physical Note is being transferred pursuant to an

exemption from the registration requirements of the Securities Act in accordance

with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit

E, including the certifications in item (3)(a) thereof;

(E)[Reserved]; or

(F)if such Restricted Physical Note is being transferred to the Issuer or a

Subsidiary thereof, a certificate to the effect set forth in Exhibit E, including the

certifications in item (3)(b) thereof;

the Trustee shall cancel the Restricted Physical Note, and increase or cause to be increased

the aggregate principal amount of the appropriate Restricted Global Note.

(ii)Restricted Physical Notes to Beneficial Interests in Unrestricted Global

Notes.  A Holder of a Restricted Physical Note may exchange such Restricted Physical Note

for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Physical

Note to a Person who takes delivery thereof in the form of a beneficial interest in an

Unrestricted Global Note only if the Registrar receives the following:

(A)if the Holder of such Restricted Physical Note proposes to exchange

such Restricted Physical Note for a beneficial interest in an Unrestricted Global

Note, a certificate from such Holder in the form of Exhibit F, including the

certifications in item (1)(b) thereof; or

(B)if the Holder of such Restricted Physical Notes proposes to transfer

such Restricted Physical Note 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 E, including the certifications in item (4) thereof,

and, in each such case, 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 this subparagraph (ii), the Trustee shall cancel the Restricted Physical

Notes and increase or cause to be increased the aggregate principal amount of the

Unrestricted Global Note.  If any such transfer or exchange is effected pursuant to this

subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the

Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section

2.01, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate

principal amount equal to the aggregate principal amount of Restricted Physical Notes

transferred or exchanged pursuant to this subparagraph (ii).

(iii)Unrestricted Physical Notes to Beneficial Interests in Unrestricted Global

Notes.  A Holder of an Unrestricted Physical Note may exchange such Unrestricted Physical

Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted

Physical Note to a Person who takes delivery thereof in the form of a beneficial interest in

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an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or

transfer, the Trustee shall cancel the applicable Unrestricted Physical Note and increase or

cause to be increased the aggregate principal amount of one of the Unrestricted Global

Notes.  If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a

time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and,

upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall

authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal

to the aggregate principal amount of Unrestricted Physical Notes transferred or exchanged

pursuant to this subparagraph (iii).

(iv)Unrestricted Physical Notes to Beneficial Interests in Restricted Global

Notes.  An Unrestricted Physical Note cannot be exchanged for, or transferred to a Person

who takes delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(e)Transfer and Exchange of Physical Notes for Physical Notes.  Upon request by a

Holder of Physical Notes and such Holder’s compliance with the provisions of this Section 2.17(e),

the Registrar shall register the transfer or exchange of Physical Notes.  Prior to such registration of

transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Physical

Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the

Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  In addition,

the requesting Holder shall provide any additional certifications, documents and information, as

applicable, required pursuant to the following provisions of this Section 2.17(e).

(i)Restricted Physical Notes to Restricted Physical Notes.  A Restricted

Physical Note may be transferred to and registered in the name of a Person who takes

delivery thereof in the form of a Restricted Physical Note if the Registrar receives the

following:

(A)if the transfer will be made pursuant to Rule 144A under the

Securities Act, then the transferor must deliver a certificate in the form of Exhibit E,

including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904 under

the Securities Act, then the transferor must deliver a certificate in the form of Exhibit

E, including the certifications in item (2) thereof;

(C)if the transfer will be made pursuant to an exemption from the

registration requirements of the Securities Act in accordance with Rule 144 under the

Securities Act, a certificate to the effect set forth in Exhibit E, including the

certifications in item (3)(a) thereof;

(D)[Reserved]; and

(E)if such transfer will be made to the Issuer or a Subsidiary thereof, a

certificate to the effect set forth in Exhibit E, including the certifications in item

(3)(b) thereof.

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(ii)Restricted Physical Notes to Unrestricted Physical Notes.  Any Restricted

Physical Note may be exchanged by the Holder thereof for an Unrestricted Physical Note or

transferred to a Person who takes delivery thereof in the form of an Unrestricted Physical

Note if the Registrar receives the following:

(1)if the Holder of such Restricted Physical Note proposes to exchange

such Restricted Physical Note for an Unrestricted Physical Note, a certificate from

such Holder in the form of Exhibit F, including the certifications in item (1)(c)

thereof; or

(2)if the Holder of such Restricted Physical Note proposes to transfer

such Notes to a Person who shall take delivery thereof in the form of an Unrestricted

Physical Note, a certificate from such Holder in the form of Exhibit E, including the

certifications in item (4) thereof,

and, in each such case, an Opinion of Counsel in form reasonably acceptable to the Issuer to

the effect that such exchange or transfer is in compliance with the Securities Act and that the

restrictions on transfer contained herein and in the Private Placement Legend are no longer

required in order to maintain compliance with the Securities Act.

(iii)Unrestricted Physical Notes to Unrestricted Physical Notes.  A Holder of an

Unrestricted Physical Note may transfer such Unrestricted Physical Notes to a Person who

takes delivery thereof in the form of an Unrestricted Physical Note at any time.  Upon

receipt of a request to register such a transfer, the Registrar shall register the Unrestricted

Physical Notes pursuant to the instructions from the Holder thereof.

(iv)Unrestricted Physical Notes to Restricted Physical Notes.  An Unrestricted

Physical Note cannot be exchanged for, or transferred to a Person who takes delivery thereof

in the form of, a Restricted Physical Note.

(f)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial

interests in a particular Global Note have been exchanged for Physical Notes or a particular Global

Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note

shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12.  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 Physical Notes, the principal amount of Notes represented by such Global Note

shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee

or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial

interest is being exchanged for or transferred to a Person who will take delivery thereof in the form

of a beneficial interest in another Global Note, such other Global Note shall be increased

accordingly and an endorsement shall be made on such Global Note by the Trustee or by the

Depository at the direction of the Trustee to reflect such increase.

(g)Private Placement Legend.  Upon the registration of transfer, exchange or

replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes

that do not bear the Private Placement Legend.  Upon the registration of transfer, exchange or

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replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes

that bear the Private Placement Legend unless (i) there is delivered to the Registrar an Opinion of

Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend

nor the related restrictions on transfer are required in order to maintain compliance with the

provisions of the Securities Act or (ii) such Note has been sold pursuant to an effective registration

statement under the Securities Act and the Registrar has received an Officer’s Certificate from the

Issuer to such effect.

(h)General.  All Global Notes and Physical Notes issued upon any registration of

transfer or exchange of Global Notes or Physical Notes shall be the valid obligations of the Issuer,

evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes

or Physical Notes surrendered upon such registration of transfer or exchange.

The Registrar shall retain for a period of two years copies of all letters, notices and

other written communications received pursuant to Section 2.16 or this Section 2.17.  The Issuer

shall have the right to inspect and make copies of all such letters, notices or other written

communications at any reasonable time upon the giving of reasonable notice to the Registrar.

None of the Issuer, the Trustee, Paying Agent nor any Agent of the Issuer shall have

any responsibility or liability in any respect of the records relating to or payment made on account

of beneficial interests in a Global Note, or for maintaining, supervising or reviewing any records

relating to such beneficial ownership interests.

Neither the Trustee nor the Registrar shall have any obligation or duty to monitor,

determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture

or under applicable law with respect to any transfer of any interest in any Note (including any

transfers between or among Agent Members or beneficial owners of interests in any Global Note)

other than to require delivery of such certificates and other documentation or evidence as are

expressly required by, and to do so if and when expressly required by the terms of, this Indenture,

and to examine the same to determine substantial compliance as to form with the express

requirements hereof.

Section 2.18Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year, comprising

twelve 30-day months and, in the case of an incomplete month, the number of actual days elapsed.

Section 2.19Additional Amounts.

All payments made by or on behalf of the Dutch Guarantor under or with respect to

its Note Guarantee will be made free and clear of and without withholding or deduction for, or on

account of, any present or future taxes, duties, assessments or governmental charges of whatever

nature imposed or levied (including any penalties and interest related thereto) (“Taxes”) unless the

withholding or deduction of such Taxes is then required by law or by the official interpretation or

administration thereof. If, with respect to the Dutch Guarantor, any withholding or deduction for, or

on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction (other than the

United States) in which the Dutch Guarantor is then incorporated, organized, engaged in business or

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resident for tax purposes, or any political subdivision or governmental authority thereof or therein

having power to tax or (ii) any jurisdiction (other than the United States) from or through which

payment is made by or on behalf of the Dutch Guarantor (each, a “Tax Jurisdiction”), will at any

time be required to be made from any payments made by or on behalf of the Dutch Guarantor with

respect to its Note Guarantee, including, without limitation, payments of principal, redemption

price, purchase price, interest or premium, the Dutch Guarantor will pay such additional amounts

(the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of

such payments by each Holder (including payments of Additional Amounts) after such withholding

or deduction will equal the respective amounts that would have been received in respect of such

payments in the absence of such withholding or deduction; provided, however, that no Additional

Amounts will be payable with respect to:

(1)any Taxes that would not have been imposed but for the Holder or beneficial

owner of the Notes being a citizen, resident or national of, incorporated in or carrying on a

business in the relevant Tax Jurisdiction in which such Taxes are imposed, or having any

other present or former connection with the relevant Tax Jurisdiction in which such Taxes

are imposed other than by the mere acquisition or holding of any Note or the enforcement or

receipt of payment under or in respect of any Note or any Note Guarantee;

(2)any Taxes imposed or withheld as a result of the failure of the Holder or

beneficial owner of the Notes to comply with any written request, made to the Holder or

beneficial owner in writing at least 90 days before any such withholding or deduction would

be made, by the Issuer or the Dutch Guarantor to provide timely or accurate information

concerning the nationality, residence or identity of such Holder or beneficial owner or to

make any valid or timely declaration or similar claim or satisfy any certification information

or other reporting requirements (to the extent such Holder or beneficial owner is legally

eligible to do so), which is required or imposed by a statute, treaty, regulation or

administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from

all or part of such Taxes;

(3)any Taxes that are imposed or withheld as a result of the presentation of any

Note for payment (where Notes are in the form of definitive notes and presentation is

required) more than 30 days after the relevant payment is first made available for payment to

the Holder (except to the extent that the Holder would have been entitled to Additional

Amounts had the Note been presented on the last day of such 30 day period);

(4)any estate, inheritance, gift, sales, use, transfer, personal property or similar

Taxes;

(5)any Taxes which are payable otherwise than by deduction or withholding

from payments made under or with respect to the Note Guarantee of the Dutch Guarantor;

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(6)any Taxes that were imposed with respect to any payment under or with

respect to the Note Guarantee of the Dutch Guarantor to any Holder of a Note who is a

fiduciary or partnership or Person other than the sole beneficial owner of such payment to

the extent that a beneficiary or settlor with respect to such fiduciary or a partner of such

partnership or a beneficial owner would be required to include such payment in its income

under the laws of the relevant Tax Jurisdiction and would not have been entitled to receive

payment of the Additional Amounts had the beneficiary, settlor, partner or beneficial owner

been the Holder of such Note;

(7)any Taxes that are imposed or withheld pursuant to Sections 1471 through

1474 of the Code, as of the Issue Date (or any amended or successor version of such sections

that is substantively comparable and not materially more onerous to comply with), any

regulations promulgated thereunder, any official interpretations thereof, any

intergovernmental agreement between a non-U.S. jurisdiction and the United States with

respect to the foregoing or any law or regulation adopted pursuant to any such

intergovernmental agreement, or any agreements entered into pursuant to Section 1471(b)(1)

of the Code;

(8)any Taxes imposed or withheld pursuant to the Dutch Withholding Tax Act

2021 (Wet bronbelasting 2021); or

(9)any combination of items (1) through (8) above.

In addition to the foregoing, the Dutch Guarantor will pay and indemnify the Holders for

any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other

excise, property or similar taxes levied by any Tax Jurisdiction on or in connection with the

execution, delivery, registration or enforcement of the Note Guarantee provided by the Dutch

Guarantor or with respect to any payment to a Holder of Notes thereunder (limited, solely in the

case of taxes attributable to the receipt of any payments with respect thereto, to any such taxes that

are not excluded under clauses (1) through (4) and (6) through (8) or any combination thereof).

If the Issuer or the Dutch Guarantor becomes aware that the Dutch Guarantor will be

obligated to pay Additional Amounts with respect to any payment under or with respect to its Note

Guarantee, the Issuer or the Dutch Guarantor, as the case may be, will deliver to the Trustee on a

date at least 30 days prior to the date of payment (unless the obligation to pay Additional Amounts

arises after the 30th day prior to that payment date, in which case the Issuer or the Dutch Guarantor

shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional

Amounts will be payable and the amount estimated to be so payable.  The Officer’s Certificate must

also set forth any other information reasonably necessary to enable the Paying Agent to pay

Additional Amounts on the relevant payment date.  The Trustee shall be entitled to rely solely on

such Officer’s Certificate as conclusive proof that such payments are necessary.  The Issuer or the

Dutch Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee

evidencing the payment of Additional Amounts.

The Dutch Guarantor will make all deductions and withholding of Taxes required by law

and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with

applicable law.  The Dutch Guarantor will use its reasonable efforts to obtain Tax receipts from

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each relevant Tax authority evidencing the payment of any Taxes so deducted or withheld.  Upon

written request, the Dutch Guarantor will furnish to the Holders, within 60 days after the date the

payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing

payment by the Dutch Guarantor, or if, notwithstanding the Dutch Guarantor’s efforts to obtain

receipts, receipts are not obtained, other evidence of payments by the Dutch Guarantor.

Whenever this Indenture mentions the payment of amounts based on the principal amount,

interest or any other amount payable under, or with respect to, the Note Guarantee of the Dutch

Guarantor, such mention shall be deemed to include the payment of Additional Amounts to the

extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The above obligations will survive any termination, defeasance or discharge of this

Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis

mutandis, to any jurisdiction in which any successor Person to the Dutch Guarantor is then

incorporated, organized, engaged in business or resident for tax purposes, or any political

subdivision or governmental authority thereof or therein having power to tax or any jurisdiction

from or through which payment is made by or on behalf of the Dutch Guarantor.

ARTICLE III.

REDEMPTION

Section 3.01Election To Redeem; Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to paragraph 5 of the Notes, at least 2

Business Days (or such shorter time period as the Trustee may agree) before notice of redemption is

required to be sent or caused to be sent to Holders pursuant to Section 3.03 but not more than 65

days before the Redemption Date (except as set forth in the last paragraph of Section 3.03), the

Issuer shall furnish to the Trustee an Officer’s Certificate setting forth (a) the paragraph or

subparagraph of such Note pursuant to which the redemption shall occur, (b) the principal amount

of Notes to be redeemed, (c) the Redemption Date and (d) the redemption price(s) (or manner of

calculation if not then known); provided that no Opinion of Counsel pursuant to Section 12.04 or

otherwise shall be required in connection with the delivery of such notice of redemption or

redemption. 

Section 3.02Selection by Trustee of Notes To Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased at any time, selection of

such Notes for redemption or purchase will be made by the Trustee in compliance with the

requirements of the principal national securities exchange, if any, on which the Notes to be

redeemed or purchased are listed or, if the Notes are not so listed, on a pro rata basis (or, in the case

of Global Notes, the Notes will be selected for redemption or purchase based on the Depository’s

applicable procedures).  Such Notes to be redeemed or purchased shall be selected, unless otherwise

provided herein, not less than 10 nor more than 60 days prior to the Redemption Date or the

purchase date from the outstanding Notes not previously called for redemption or purchase.

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The Trustee shall promptly notify the Issuer 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 shall be

in amounts of $2,000 or whole multiples of $1,000 in excess thereof; provided that no Notes with a

principal amount of $1,000 or less shall be redeemed or purchased in part, except that if all of the

Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes of such

series held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. For all

purposes of this Indenture unless the context otherwise requires and 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.

If any Note is to be redeemed or purchased in part only, the notice of redemption or

offer to purchase that relates to such Note shall state the portion of the principal amount thereof to

be redeemed or purchased. With respect to Physical Notes, a new Physical Note in principal amount

equal to the unredeemed or unpurchased portion of the original Physical Note will be issued in the

name of the Holder thereof upon cancellation of the original Note; provided that any new Notes will

be only issued in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. On

and after the Redemption Date or purchase date, interest will cease to accrue on such Notes or

portions thereof called for redemption or purchase. Redemption or purchase price shall only be paid

upon presentation and surrender of any such Notes to be redeemed or purchased.

Section 3.03Notice of Redemption.

At least 10 days but, except as set forth in the last paragraph of this Section 3.03, no

more than 60 days, before a Redemption Date or purchase date, the Issuer shall send, or cause to be

sent, a notice of redemption electronically or by first-class mail to each Holder to be redeemed at his

or her last address as the same appears on the registry books maintained by the Registrar pursuant to

Section 2.06 or otherwise in accordance with the procedures of the Depository, except that

redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the

notice is issued in connection with Article IX. Notices of redemption may be conditional.

The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN

numbers thereof) and shall state:

(1)the Redemption Date;

(2)the redemption price and the amount of premium (or manner of calculation if

not then known), if any, and accrued and unpaid interest to be paid;

(3)if any Note is being redeemed or purchased in part, the portion of the

principal amount of such Note to be redeemed or purchased and that, with

respect to Physical Notes, after the Redemption Date and upon surrender of

such Note, a new Note or Notes in principal amount equal to the unredeemed

or unpurchased portion of the original Note representing the same

indebtedness to the extent not redeemed or repurchased will be issued in the

name of the Holder of such Notes upon cancellation of the original Note;

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provided that the new Notes will initially be only issued in denominations of

$2,000 and any integral multiple of $1,000 in excess thereof;

(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 Issuer defaults in making the redemption payment, interest on

Notes called for redemption ceases to accrue on and after the Redemption

Date;

(7)that paragraph or subparagraph of the Notes pursuant to which the Notes

called for redemption are being redeemed;

(8)the aggregate principal amount of Notes that are being redeemed;

(9)any condition to such redemption; and

(10)that no representation is made as to the correctness or accuracy of the CUSIP

or ISIN numbers printed in the notice or on the Notes.

A notice of redemption need not set forth the exact redemption price but only the

manner of calculation thereof.

At the Issuer’s written request made at least 2 Business Days prior to the date on

which notice is to be given (unless a shorter notice shall be agreed to by the Trustee), together with

the notice of redemption to be given, the Trustee shall give the notice of redemption in the Issuer’s

name and at the Issuer’s sole expense.

Notice of any redemption of, or any offer to purchase, the Notes may, at the Issuer’s

discretion, be given subject to one or more conditions precedent. In addition, if such redemption or

purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe

each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption

Date or the purchase date may be delayed until such time (including more than 60 days after the

date the notice of redemption or offer to purchase was mailed or delivered, including by electronic

transmission) as any or all such conditions shall be satisfied, or such redemption or purchase may

not occur and such notice may be rescinded in the event that any or all such conditions shall not

have been satisfied by the Redemption Date or the purchase date or by the Redemption Date or the

purchase date as so delayed, or such notice or offer may be rescinded at any time in the Issuer’s

discretion if the Issuer reasonably believes that any or all of such conditions will not be satisfied. In

addition, the Issuer may provide in such notice that payment of the redemption or purchase price

and performance of the Issuer’s obligations with respect to such redemption or offer to purchase

may be performed by another Person.

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Section 3.04Effect of Notice of Redemption or Purchase.

Once a notice of redemption described in Section 3.03 is sent (including

electronically) and subject to the proviso to this sentence, Notes called for redemption or purchase

become due and payable on the Redemption Date or purchase date, as applicable, and at the

redemption price or purchase price, as applicable, including any premium, plus interest accrued and

unpaid to, but excluding, the Redemption Date or purchase date; provided, however, that any

redemption or purchase and notice or offer thereof pursuant to this Indenture may, in the Issuer’s

discretion, be subject to the satisfaction of one or more conditions precedent described in such

notice and in which case if and/or to the extent such condition(s) precedent is/are not satisfied the

Issuer shall have no obligation to redeem or purchase Notes on such Redemption Date or purchase

date. The notice, if sent in a manner herein provided (including electronically), shall be conclusively

presumed to have been given, whether or not the Holder receives such notice. In any case, failure to

give such notice or any defect in the notice to the Holder of any Note designated for redemption or

purchase in whole or in part shall not affect the validity of the proceedings for the redemption or

purchase of any other Note or portions thereof.  Upon surrender to the Paying Agent, such Notes

shall be paid at the redemption price or the purchase price, as the case may be, including any

premium, plus interest accrued and unpaid to, but excluding, the Redemption Date or purchase date

and such Notes shall be cancelled by the Trustee; provided that if the Redemption Date or purchase

date is after a regular record date and on or prior to the relevant Interest Payment Date, the accrued

and unpaid interest shall be payable to the Holder registered on the relevant record date; and

provided, further, that if a Redemption Date or purchase date is a Legal Holiday, payment shall be

made on the next succeeding Business Day and no interest shall accrue for the period from such

Redemption Date or purchase date to such succeeding Business Day. Subject to Section 3.05, on

and after the Redemption Date or purchase date, as the case may be, interest shall cease to accrue on

Notes or portions thereof called for redemption or purchase.

Section 3.05Deposit of Redemption or Purchase Price.

On or prior to 1:00 p.m., New York City time (or such later time as the Trustee may

agree), on each Redemption Date or purchase date, the Issuer shall deposit with the Paying Agent

U.S. Dollars sufficient to pay the redemption price or purchase price of, including premium, if any,

and accrued and unpaid interest, if any, on any and all Notes to be redeemed or purchased on that

date (other than Notes or portions thereof called for redemption or purchase on that date which have

been delivered by the Issuer to the Trustee for cancellation). The Trustee or the Paying Agent shall

promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the

Issuer in excess of the amounts necessary to pay the redemption price or purchase price of,

including premium, if any, and accrued and unpaid interest, if any, on any and all Notes to be

redeemed or purchased.

On and after any Redemption Date or purchase date, as the case may be, if money

sufficient to pay the redemption price or purchase price of, including premium, if any, and accrued

and unpaid interest, if any, on all Notes called for redemption or purchase shall have been made

available in accordance with the immediately preceding paragraph, the Notes called for redemption

or purchase will cease to accrue interest and the only right of the Holders of such Notes will be to

receive payment of the redemption price or purchase price of and, subject to the right of Holders of

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record on the relevant record date to receive interest due on the relevant Interest Payment Date

falling on or after the Redemption Date or purchase date, as the case may be, accrued and unpaid

interest on such Notes to the Redemption Date or purchase date.  If any Note surrendered for

redemption or purchase shall not be so paid, interest will be paid, from the Redemption Date or

purchase date, as the case may be, until such redemption or purchase payment is made, on the

unpaid principal of the Note and (to the extent permitted by applicable law) any interest not paid on

such unpaid principal, in each case, at the rate and in the manner provided in the Notes.

Section 3.06Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall

execute and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee

shall authenticate for the Holder thereof a new Note equal in principal amount to the unredeemed or

unpurchased portion of the Note surrendered representing the same indebtedness to the extent not

redeemed or purchased; provided each new Note will initially be only issued in denominations of

$2,000 and any integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding

anything in this Indenture to the contrary, only an Officer’s Certificate and not an Opinion of

Counsel is required for the Trustee to authenticate such new Note.

Section 3.07Mandatory Redemption; Open Market Purchases.

Subject to Sections 4.07 and 4.08, the Issuer shall not be required to make any

mandatory redemption or sinking fund payments with respect to the Notes. The Issuer and its

Affiliates may acquire Notes at any time and from time to time by means other than a redemption,

whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance

with applicable securities laws, so long as such acquisition does not otherwise violate the terms of

this Indenture.

ARTICLE IV.

COVENANTS

Section 4.01Payment of Notes.

The Issuer shall pay the principal of and interest on the Notes on the dates and in the

manner provided in the Notes and this Indenture; provided that all payments of principal and

interest with respect to the Notes represented by one or more Global Notes registered in the name of

or held by the Depository or its nominee will be made in accordance with the Depository’s

applicable procedures.  An installment of principal or interest shall be considered paid on the date it

is due if the Trustee or the Paying Agents hold by noon, New York City time, on that date U.S.

Dollars designated for and sufficient to pay such installment. If an Interest Payment Date is a Legal

Holiday at a place of payment, payment may be made at that place on the next succeeding Business

Day and no interest on such payment will accrue in respect of the delay.

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The Issuer shall pay interest on overdue principal (including post-petition interest in

a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate

specified in the Notes.

Section 4.02Maintenance of Office or Agency.

(a)The Issuer shall 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 of the Trustee or

Registrar) where Notes may be surrendered for registration of transfer or for exchange and where

notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.

The designated office of the Trustee shall be such office or agency of the Issuer in the City of New

York, unless the Issuer shall designate and maintain some other office or agency for one or more

purposes.  The Issuer shall give prompt written notice to the Trustee of any change in the location of

such office or agency.  If at any time the Issuer shall fail to maintain any such required office or

agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders,

notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the

Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices

and demands; provided, however, that the Trustee shall not be deemed an agent of the Issuer for

service of legal process.

(b)The Issuer may also from time to time designate one or more other offices or

agencies where the Notes may be presented or surrendered for any or all such purposes and may

from time to time rescind such designations; provided, however, that no such designation or

rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in

the Borough of Manhattan, The City of New York.  The Issuer shall give prompt written notice to

the Trustee of any such designation or rescission and of any change in the location of any such other

office or agency.

(c)The Issuer hereby designates the Corporate Trust Office of the Trustee, or its

Agent, in the Borough of Manhattan, The City of New York, as such office or agency of the Issuer

in accordance with Section 2.04.

Section 4.03Legal Existence.

Except as permitted by Article V, the Issuer shall do or cause to be done all things

necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate,

partnership or other existence of each Wholly Owned Subsidiary that is a Domestic Subsidiary and

the Dutch Guarantor, in accordance with the respective organizational documents (as the same may

be amended from time to time) of the Issuer and each such Subsidiary and (ii) the material rights

(charter and statutory) and franchises of the Issuer and such Subsidiaries; provided that the Issuer

shall not be required to preserve any such right, franchise, or the corporate, partnership or other

existence of any of its Subsidiaries if the Board of Directors of the Issuer or such Subsidiary shall

determine that the preservation thereof is no longer desirable in the conduct of the business of the

Issuer and its Subsidiaries, taken as a whole. For the avoidance of doubt, the Issuer and its

Subsidiaries shall be permitted to change their organizational form.

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Section 4.04Waiver of Stay, Extension or Usury Laws.

The Issuer and each of the Guarantors covenant (to the extent that it may lawfully do

so) that they shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner

whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law

which would prohibit or forgive the Issuer and the Guarantors from paying all or any portion of the

principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever

enacted, now or at any time hereafter in force, or which may affect the covenants or the

performance of this Indenture; and (to the extent that they may lawfully do so) the Issuer and the

Guarantors hereby expressly waive all benefit or advantage of any such law, and covenants that they

will not 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 had been enacted.

Section 4.05Compliance Certificate.

(a)The Issuer shall deliver to the Trustee, within 120 days after the end of each

Fiscal Year, an Officer’s Certificate stating that such Officer has conducted or supervised a review

of the activities of the Issuer and its Subsidiaries and the Issuer’s and its Subsidiaries’ performance

under this Indenture during such Fiscal Year, and further stating, as to such Officer signing such

certificate, that, to the best of such Officer’s knowledge, based upon such review, the Issuer has

fulfilled all obligations under this Indenture or, if there has been a Default under this Indenture that

is continuing, a description of such Default of which such Officer has knowledge and what action

the Issuer and its Subsidiaries are taking or propose to take with respect thereto.

(b)The Issuer shall deliver to the Trustee, within 30 Business Days after an

executive officer of the Issuer becomes aware of any Default or Event of Default, a statement

specifying such Default or Event of Default.

Section 4.06Taxes.

The Issuer shall, and shall cause each of its Subsidiaries to, pay prior to delinquency

all material Taxes which, if unpaid, might by law become a lien upon the property of the Issuer or

any of its Subsidiaries; provided, however, that, neither the Issuer nor any of its Subsidiaries shall

be required to pay or discharge or cause to be paid or discharged any such Taxes whose amount,

applicability or validity is being contested in good faith by appropriate proceedings and for which

adequate reserves with respect thereto are maintained in accordance with GAAP or where failure to

effect such payment is not adverse in any material respect to the Holders.

Section 4.07Repurchase at the Option of Holders upon Change of Control.

(a)Upon the occurrence of a Change of Control, each Holder shall have the right

to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000

in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of

Control Offer”) at an offer price in cash (the “Change of Control Payment”) equal to 101% of the

aggregate principal amount thereof, plus accrued and unpaid interest, if any, thereon to but

excluding the purchase date, subject to the right of Holders of record on the relevant record date to

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receive interest due on the relevant Interest Payment Date falling on or prior to the Change of

Control Payment Date.

(b)Within 30 days following any Change of Control or, at the Issuer’s option,

prior to the consummation of such Change of Control, the Issuer will mail (or to the extent

permitted or required by applicable Depository procedures or regulations with respect to global

Notes, send electronically) a notice to each Holder and the Trustee.  The notice shall describe the

transaction or transactions that constitute the Change of Control and offer to repurchase Notes on

the purchase date specified in such notice (which must be no earlier than 20 Business Days and

(unless delivered in advance of the occurrence of such Change of Control) not later than 60 days

from the date such notice is sent, other than as required by law)  (the “Change of Control Payment

Date”) pursuant to the procedures required by this Indenture and described in such notice.  Such

notice shall state:

(1)that the Change of Control Offer is being made pursuant to this Section 4.07

and that all Notes validly tendered and not validly withdrawn pursuant to such Change of

Control Offer will be accepted for payment;

(2)the Change of Control Payment and the Change of Control Payment Date

(which shall be no earlier than 20 Business Days and (unless delivered in advance of the

occurrence of such Change of Control) not later than 60 days from the date such notice is

sent, other than as may be required by law); provided that the Change of Control Payment

Date may be delayed, in the Issuer’s discretion, until such time (including more than 60 days

after the date such notice is sent) as any or all such conditions referred to in clause (8) below

shall be satisfied;

(3)that any Note not properly tendered will remain outstanding and continue to

accrue interest;

(4)that, unless the Issuer defaults in the payment of the Change of Control

Payment, any Note accepted for payment pursuant to the Change of Control Offer shall

cease to accrue interest on the Change of Control Payment Date;

(5)that Holders electing to have a Note purchased pursuant to the Change of

Control Offer will be required to surrender the Note, with the form entitled “Option of

Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent and

Registrar for the Note at the address specified in the notice prior to the close of business on

the third (3rd) Business Day prior to the Change of Control Payment Date;

(6)that Holders will be entitled to withdraw their tendered Notes and their

election to require the Issuer to purchase such Notes if the Paying Agent receives, not later

than the expiration time of the Change of Control Offer, a telegram, telex, facsimile

transmission or letter setting forth the name of the Holder, the principal amount of the Notes

the Holder tendered for purchase and a statement that such Holder is withdrawing its

tendered Notes and its election to have such Note purchased;

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(7)that if the Issuer is redeeming less than all of the Notes, Holders whose Notes

are purchased only in part will be issued new Notes in a principal amount equal to the

unpurchased portion of the Notes surrendered; provided, however, each new Note issued

shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof;

(8)if such notice is sent prior to the occurrence of a Change of Control, stating

that the Change of Control Offer is conditional on the occurrence of such Change of Control

or such other conditions specified therein and shall describe each such condition, and, if

applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date

may be delayed until such time as any or all such conditions shall be satisfied, or that such

purchase may not occur and such notice may be rescinded in the event that any or all such

conditions shall not have been satisfied by the Change of Control Payment Date, or by the

Change of Control Payment Date as so delayed; and

(9)the other instructions, as determined by the Issuer, consistent with this

Section 4.07 that a Holder must follow.

(c)On the Change of Control Payment Date, the Issuer shall, to the extent

permitted by law:

(1)accept for payment all Notes or portions thereof (in minimum amounts of

$2,000 or an integral multiple of $1,000 in excess thereof) properly tendered pursuant to the

Change of Control Offer;

(2)deposit with the Paying Agent an amount equal to the Change of Control

Payment in respect of all Notes or portions thereof so tendered; and

(3)deliver or cause to be delivered to the Trustee for cancellation all Notes so

accepted together with an Officer’s Certificate stating the aggregate principal amount of

Notes (or portions thereof) being purchased by the Issuer.

The Paying Agent will promptly remit to each Holder so tendered the Change of

Control Payment for such Notes, and the Issuer shall execute and, upon receipt of an Authentication

Order in accordance with Section 2.01, the Trustee shall promptly authenticate and deliver (or cause

to be transferred by book entry) to each Holder a new Note equal in principal amount to any

unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in

a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer shall

publicly announce the results of the Change of Control Offer on or as soon as practicable after the

Change of Control Payment Date.

(d)If Holders of not less than 90% in aggregate principal amount of the then

outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and

the Issuer, or any other Person making a Change of Control Offer in lieu of the Issuer as described

below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or

such other Person will have the right, upon not less than 10 nor more than 30 days’ prior notice,

given not more than 30 days following such purchase pursuant to the Change of Control Offer

described above, to redeem all Notes that remain outstanding following such purchase at a

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redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not

included in the Change of Control Payment, accrued and unpaid interest to but excluding the date of

redemption.

(e)Upon the payment of the Change of Control Payment, the Trustee shall,

subject to the provisions of Section 2.16, return the Notes purchased to the Issuer for cancellation. 

The Trustee may act as the Paying Agent for purposes of any Change of Control Offer.

(f)The Issuer will not be required to make a Change of Control Offer upon a

Change of Control if (1) a third party approved in writing by the Issuer makes the Change of

Control Offer in the manner, at the times and otherwise in compliance with the requirements set

forth in this Section 4.07 with respect to a Change of Control Offer made by the Issuer and

purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2)

notice of redemption has been given or will be given pursuant to this Indenture as described in

paragraph 5 of the Notes or as set forth in Section 9.01 prior to the date the Issuer is required to send

notice of the Change of Control Offer to the Holders, unless and until there is a default in payment

of the applicable redemption price.  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, or such other conditions specified therein, if a definitive

agreement is in place for the Change of Control at the time the Change of Control Offer is made and

such Change of Control Offer is otherwise made in compliance with the provisions of this Section

4.07. The Issuer’s obligation to make a Change of Control Offer shall not continue after a discharge

of the Issuer, satisfaction and discharge of this Indenture or defeasance from the Issuer’s obligations

with respect to the Notes.

(g)The Issuer shall comply with the requirements of Rule 14e-1 under the

Exchange Act and any other securities laws and regulations thereunder to the extent such laws and

regulations are applicable in connection with the repurchase of the Notes as a result of a Change of

Control. To the extent that the provisions of any securities laws or regulations conflict with

provisions of this Section 4.07, the Issuer shall comply with the applicable securities laws and

regulations and shall not be deemed to have breached its obligations under this Section 4.07 by

virtue thereof.

(h)Other than as specifically provided in this Section 4.07, any purchase

pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and

3.06.

(i)The provisions of this Section 4.07 relating to the Issuer’s obligation to make

a Change of Control Offer with respect to the Notes upon a Change of Control may be waived or

modified with the written consent of the Holders of a majority in principal amount of the Notes.

Section 4.08Limitation on Asset Disposition.

(a)The Issuer shall not, and shall not permit any Restricted Subsidiary to,

directly or indirectly, consummate any Asset Disposition unless:

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(1)the Issuer or such Restricted Subsidiary receives consideration at least equal

to the Fair Market Value (such Fair Market Value to be determined in good faith by the

Issuer on the date of contractually agreeing to such Asset Disposition) of the equity and

assets subject to such Asset Disposition;

(2)except in the case of a Permitted Asset Swap, at least 50% of the

consideration for such Asset Disposition received by the Issuer or such Restricted Subsidiary

is in the form of cash or Cash Equivalents, Additional Assets or any combination thereof

(collectively, the “Cash Consideration”); and

(3)within 365 days from the later of the date of such Asset Disposition or the

receipt of the Net Available Cash from such Asset Disposition, an amount equal to 100% of

the Net Available Cash from such Asset Disposition is applied by the Issuer, at its option (or

such Restricted Subsidiary, as the case may be):

(A)(i) to the extent the property that is subject to such Asset Disposition

(x) constitutes ABL Collateral, to repay or prepay ABL Debt or (y) does not

constitute Collateral, to repay any Indebtedness of a Non-Guarantor Subsidiary

(other than Indebtedness owed to Holdings, the Issuer or another Restricted

Subsidiary of the Issuer) or (ii) repay Notes;

(B)to the extent the Issuer elects (or is required by the terms of any

applicable Indebtedness), to prepay, repay, redeem or purchase any Fixed Asset

Debt of the Issuer or any Guarantor, and, if the assets or property disposed of in the

Asset Disposition were not Collateral, Pari Passu Indebtedness of the Issuer or any

Guarantor (other than Indebtedness referred to in clause (A) above or owed to the

Issuer or another Restricted Subsidiary); provided such prepayment, repayment,

redemption or purchase permanently retires, or reduces the related loan commitment

(if any) (other than commitments in respect of any asset-based Credit Facility to the

extent the assets sold or otherwise disposed of in connection with such Asset

Disposition constituted “borrowing base assets” thereunder) for, such Fixed Asset

Debt in an amount equal to the principal amount so prepaid, repaid, redeemed or

purchased; provided, further, that the Issuer or such Restricted Subsidiary will

either (i) reduce the aggregate principal amount of the Notes on an equal or ratable

basis with any Fixed Asset Debt or Pari Passu Indebtedness repaid pursuant to this

clause (B) by, at its option, (x) redeeming Notes as provided under paragraph 5 of

the Notes and/or (y) purchasing Notes through open-market purchases or in

privately negotiated transactions and/or (ii) make an offer (in accordance with the

provisions set forth below for an Offer) to all Holders to purchase the Notes on an

equal or ratable basis with any Fixed Asset Debt or Pari Passu Indebtedness repaid

pursuant to this clause (B) (which offer shall be deemed to be an Offer for purposes

hereof);

(C)to the extent the Issuer elects to invest in the business of the Issuer

and its Restricted Subsidiaries, including acquiring Additional Assets or making any

other capital expenditures, and engaging in restructuring or reorganization activities

and initiatives with respect to the Issuer and its Restricted Subsidiaries’ business

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(provided such amount for restructuring or reorganizing activities and initiatives

shall not exceed, in the aggregate, $100.0 million); provided that (x) if such

investment is in the form of the acquisition of Capital Stock of a Person, such

acquisition is the acquisition of Capital Stock of a Restricted Subsidiary or such

acquisition results in such Person becoming a Restricted Subsidiary and (y) to the

extent the investment, assets or property are of the type that would constitute

Collateral, such investment, assets or property are added as Collateral pursuant to

the terms of this Indenture; provided further that this requirement shall be deemed

satisfied if the Issuer by the end of such 365-day period has entered into a binding

agreement under which it is contractually committed to acquire Additional Assets,

make any other capital expenditures or investments and such acquisition, capital

expenditure or investment is consummated within the later of the end of such 365-

day period and within 365 days from the date on which such binding agreement is

entered into; or

(D)any combination of the foregoing.

(b)For the purposes of this Section 4.08, the following are deemed to be Cash

Consideration:

(1)the greater of the principal amount and the carrying value of any liabilities (as

shown on the Issuer’s or any Restricted Subsidiary’s most recent balance sheet or in the

footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance

sheet, such liabilities that would have been reflected on the balance sheet of the Issuer or

such Restricted Subsidiary or in the footnotes thereto if such incurrence, accrual or increase

had taken place on or prior to the date of such balance sheet, as determined in good faith by

the Issuer) (other than contingent liabilities) that are assumed by the transferee of any such

assets (or are otherwise extinguished in connection with the transactions relating to such

Asset Disposition) pursuant to a written agreement which releases or indemnifies the Issuer

or such Restricted Subsidiary from such liabilities;

(2)any securities, notes or other obligations or assets received by the Issuer or

any Restricted Subsidiary from such transferee that are converted by the Issuer or such

Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be

satisfied for cash or Cash Equivalents, in each case, within 365 days after such Asset

Disposition, to the extent of the cash and Cash Equivalents received in that conversion; and

(3)any Designated Non-cash Consideration received by the Issuer or any of its

Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value,

taken together with all other Designated Non-cash Consideration received pursuant to this

clause that has at that time not been converted into cash or Cash Equivalents, not to exceed

10.0% of Consolidated Total Assets at the time of contractually agreeing to such Asset

Disposition (with the Fair Market Value of each item of Designated Non-cash Consideration

being measured at the time of contractually agreeing to the related Asset Disposition and

without giving effect to subsequent changes in value).

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(c)The amount of Net Available Cash not applied or invested as provided above

will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0

million, the Issuer shall make an offer to purchase Notes (an “Offer”), and, if required or permitted

by the terms of such Indebtedness, other Fixed Asset Debt and/or other Pari Passu Indebtedness

within sixty (60) Business Days thereof, and shall purchase the aggregate principal amount (or

accreted value, as applicable) of Notes tendered pursuant to an Offer, Fixed Asset Debt and/or other

Pari Passu Indebtedness that requires the purchase, prepayment or redemption of such Indebtedness

that is, in the case of the Notes only, equal to $1,000 or an integral multiple thereof, that may be

purchased out of the Excess Proceeds at a purchase price, in the case of the Notes only, of 100% of

their principal amount without premium, plus accrued but unpaid interest to but excluding, the

purchase date (or, in respect of such Fixed Asset Debt or other Pari Passu Indebtedness, such lesser

price, if any, as may be provided for by the terms of such Fixed Asset Debt or Pari Passu

Indebtedness) in accordance with the procedures (including prorating in the event of

oversubscription) set forth in this Indenture and the terms of such other Fixed Asset Debt or Pari

Passu Indebtedness.  The Issuer may satisfy the foregoing obligation with respect to such Excess

Proceeds from an Asset Disposition by making an Offer in advance of being required to do so by

this Indenture (an “Advance Offer”) with respect to all or part of the available Excess Proceeds (the

“Advance Portion”).

(d)If any Excess Proceeds remain after consummation of an Offer and the

contemporaneous offer with respect to any other Fixed Asset Debt or Pari Passu Indebtedness

contemplated above, the Issuer may use those Excess Proceeds for any purpose not otherwise

prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable) of

Notes, Fixed Asset Debt and/or Pari Passu Indebtedness tendered pursuant to an Offer exceeds the

amount of Excess Proceeds (or in the case of an Advance Offer, the Advance Portion), the Issuer

shall allocate the Excess Proceeds between the Notes, such Fixed Asset Debt and/or such Pari Passu

Indebtedness on a pro rata basis of amount tendered but with such adjustments as necessary so that

no Notes, Fixed Asset Debt or Pari Passu Indebtedness, as the case may be, will be repurchased in

an unauthorized denomination and will select the Notes to be purchased on a pro rata basis of

amount tendered but in denominations of $1,000 principal amount or integral multiples thereof. The

remainder of the Excess Proceeds allocable to the other Fixed Asset Debt or Pari Passu

Indebtedness will be repurchased as provided pursuant to the terms of such Indebtedness. Upon

completion of such an Offer to purchase, Excess Proceeds will be deemed to be reset to zero

(regardless of whether there are any remaining Excess Proceeds upon such completion) and in the

case of an Advance Offer, the Advance Portion shall be excluded in subsequent calculations of

Excess Proceeds.

(e)Pending application of an amount equal to the Net Available Cash pursuant to

this Section 4.08, such Net Available Cash may be applied to temporarily reduce revolving credit

Indebtedness (including under the ABL Credit Facility) or in any manner not prohibited by this

Indenture.

(f)Notwithstanding anything to the contrary, neither the Issuer nor any

Restricted Subsidiary may transfer, assign or exclusively license any Material Intellectual Property

to Parent or any Subsidiary that is not the Issuer or a Restricted Subsidiary; provided that this

sentence shall not restrict a sale or transfer in the form of a non-exclusive license or an exclusive

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license entered into for legitimate business purposes (other than in connection with a liability

management transaction or for the incurrence of Indebtedness) that is entered into to effect a bona

fide transaction with a third party that is not an Affiliate of the Issuer.

(g)The Issuer shall comply, to the extent applicable, with the requirements of

Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the

extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant

to an Offer. To the extent that the provisions of any securities laws or regulations conflict with the

provisions of this Section 4.08, the Issuer shall comply with the applicable securities laws and

regulations and shall not be deemed to have breached its obligations under this Section 4.08 by

virtue of its compliance with such securities laws or regulations.

(h)Other than as specifically provided in this Section 4.08, any purchase

pursuant to this Section 4.08 shall be made pursuant to the provisions of Sections 3.02, 3.05 and

3.06.

(i)The provision of this Section 4.08 relating to the Issuer’s obligation to make

an offer to repurchase the Notes as a result of an Asset Disposition may be waived or modified with

the written consent of the Holders of a majority in principal amount of Notes.

Section 4.09Limitation on Indebtedness, Disqualified Stock and Preferred Stock.

(a)The Issuer will not, and will not permit any Restricted Subsidiary to, Incur,

directly or indirectly, any Indebtedness or issue any shares of Disqualified Stock and the Issuer will

not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided,

however, that the Issuer and its Restricted Subsidiaries will be entitled to Incur Indebtedness or

issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred

Stock if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, the

Consolidated Fixed Charge Coverage Ratio equals or exceeds 2.00 to 1.00; provided, further, that

the aggregate amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred

Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not

Guarantors shall not exceed the greater of (x) $105.0 million and (y) 50.0% of Consolidated

EBITDA at the time of Incurrence, at any one time outstanding.

(b)Notwithstanding Section 4.09(a), the Issuer and the Restricted Subsidiaries

will be entitled to Incur any or all of the following Indebtedness:

(1)Indebtedness incurred by the Issuer or its Restricted Subsidiaries pursuant to

Credit Facilities, the Guarantees thereof and the issuance and creation of letters of credit and

bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being

deemed to have a principal amount equal to the face amount hereof) consisting of ABL

Obligations or any other Indebtedness that is secured by Liens on the Fixed Asset Collateral

with a priority that is junior to the Liens on the Fixed Asset Collateral securing the Notes

(including any Indebtedness that is secured by Liens on the ABL Collateral with a priority

that is senior to the Liens on the ABL Collateral securing the Notes), up to an aggregate

principal amount or liquidation preference, if applicable, at any one time outstanding, not to

exceed the greater of (i) $300.0 million and (ii) the sum of the U.S. Borrowing Base and the

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Canadian Borrowing Base as of the date of such incurrence or issuance (any Indebtedness

under the ABL Credit Facility outstanding on the Issue Date (after the application of the net

proceeds from the sale of the Notes) and any Indebtedness Incurred under the ABL Credit

Facility after the Issue Date will be treated as Incurred under this clause (b)(1) and cannot be

reclassified pursuant to clause (1) or (2) of Section 4.09(d));

(2)Indebtedness owed to and held by the Issuer or a Restricted Subsidiary or

shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary issued to the

Issuer or another Restricted Subsidiary; provided, however, that (A) any subsequent issuance

or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to

be a Restricted Subsidiary or any subsequent transfer of such Indebtedness or Preferred

Stock (other than to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to

constitute the Incurrence of such Indebtedness by the obligor thereon not permitted pursuant

to this clause (2), (B) if the Issuer is the obligor on such Indebtedness and a Subsidiary

Guarantor is not the obligee thereon, such Indebtedness is expressly subordinated to the

prior payment in full in cash of all obligations with respect to the Notes and (C) if a

Subsidiary Guarantor is the obligor on such Indebtedness and the Issuer or a Subsidiary

Guarantor is not the obligee thereon, such Indebtedness is expressly subordinated to the

prior payment in full in cash of all obligations of such Subsidiary Guarantor with respect to

its Subsidiary Guarantee related to the Notes;

(3)the Notes issued on the Issue Date and any Subsidiary Guarantee (but

excluding any Additional Notes);

(4)Indebtedness outstanding on the Issue Date (other than Indebtedness

described in clause (1), (2) or (3) of this Section 4.09(b));

(5)Indebtedness, Disqualified Stock or Preferred Stock of (i) the Issuer or any of

its Restricted Subsidiaries Incurred or issued to finance an acquisition or (ii) Persons that are

acquired by the Issuer or any of its Restricted Subsidiaries or merged into, amalgamated

with or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms

hereof (including designating an Unrestricted Subsidiary as a Restricted Subsidiary);

provided, however, that either (i) the aggregate principal amount or liquidation preference of

such Indebtedness, Disqualified Stock or Preferred Stock does not at any one time

outstanding exceed $125.0 million or (ii) after giving effect to such acquisition, merger,

amalgamation or consolidation and the Incurrence of such Indebtedness, Disqualified Stock

or Preferred Stock:

(A)the Issuer would be permitted to Incur at least $1.00 of additional

Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set

forth in Section 4.09(a); or

(B)the Consolidated Fixed Charge Coverage Ratio of the Issuer and its

Restricted Subsidiaries is equal to or greater than immediately prior to such

acquisition, merger, amalgamation or consolidation;

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(6)the Incurrence or issuance by the Issuer or any of its Restricted Subsidiaries

of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the

Issuer that serves to Refinance any Indebtedness, Disqualified Stock or Preferred Stock

Incurred pursuant to Section 4.09(a) or clauses (3), (4), (5), this clause (6) or clause (12) of

this Section 4.09(b), or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to

so Refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any

additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and

unpaid interest and dividends and premiums (including tender premiums), defeasance costs

and fees and expenses in connection with such Refinancing (subject to the following

proviso, “Refinancing Indebtedness”) on or prior to its respective maturity; provided,

however, that such Refinancing Indebtedness:

(A)has a Weighted Average Life to Maturity at the time such Refinancing

Indebtedness is Incurred that is (x) not less than the remaining Weighted Average

Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being

Refinanced or (y) at least 91 days after the Weighted Average Life to Maturity of the

principal of the Notes;

(B)has a Stated Maturity which is (x) no earlier than the Stated Maturity

of the Indebtedness being Refinanced or (y) at least 91 days after the Stated Maturity

of the principal of the Notes;

(C)to the extent such Refinancing Indebtedness is secured, the Liens

securing such Refinancing Indebtedness have a Lien priority equal to or junior to the

Liens securing the Indebtedness being refinanced;

(D)to the extent such Refinancing Indebtedness refinances Subordinated

Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness, and is

subordinated to the Notes on terms at least as favorable to the Holders as those

contained in the documentation governing the Indebtedness being refinanced; and

(E)shall not include (x) Indebtedness, Disqualified Stock or Preferred

Stock of the Issuer or a Guarantor that Refinances Indebtedness of a Restricted

Subsidiary of the Issuer that is not a Guarantor or (y) Indebtedness, Disqualified

Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that Refinances

Indebtedness of an Unrestricted Subsidiary;

(7)(x) Hedging Obligations that are Incurred in the ordinary course of business

(and not for speculative purposes) and (y) Cash Management Obligations that are Incurred

in the ordinary course of business;

(8)Indebtedness Incurred by the Issuer or any of its Restricted Subsidiaries

constituting reimbursement obligations with respect to letters of credit, bankers’

acceptances, bank guarantees, warehouse receipts or similar facilities entered into, or

relating to obligations or liabilities incurred, in the ordinary course of business, including

without limitation letters of credit in respect of workers’ compensation claims, performance,

completion or surety bonds, health, disability or other employee benefits (whether current or

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former) or property, casualty or liability insurance or self-insurance, or other Indebtedness

with respect to reimbursement-type obligations regarding workers’ compensation claims,

performance, completion or surety bonds, health, disability or other employee benefits or

property, casualty or liability insurance or self-insurance; provided, however, that upon the

drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are

reimbursed within 30 days following such drawing or incurrence;

(9)Indebtedness arising from the honoring by a bank or other financial

institution of a check, draft or similar instrument drawn against insufficient funds in the

ordinary course of business;

(10)any Guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or

other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence

of such Indebtedness or other obligations by the Issuer or such Restricted Subsidiary is

permitted by this Indenture; provided that if such Indebtedness is by its express terms

subordinated in right of payment to any Fixed Asset Obligations, any such Guarantee of

such Guarantor with respect to such Indebtedness shall be subordinated in right of payment

to such Guarantor’s Guarantee of the Notes substantially to the same extent as such

Indebtedness is subordinated to the Fixed Asset Obligations;

(11)Indebtedness (including, without limitation, Capitalized Lease Obligations

and mortgage financings as purchase money obligations), Incurred by the Issuer or any of its

Restricted Subsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted

Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Issuer to

finance all or any part of the purchase, lease or cost of design, construction, installation,

replacement, repair or improvement of property (real or personal), plant or equipment or

other fixed or capital assets used or useful in the business of the Issuer or its Restricted

Subsidiaries or in a Similar Business (whether through the direct purchase of assets or the

Capital Stock of any Person owning such assets) in an aggregate principal amount or

liquidation preference, including all Indebtedness Incurred and Disqualified Stock or

Preferred Stock issued to renew, refund, refinance, replace, defease or discharge any

Indebtedness Incurred and Disqualified Stock or Preferred Stock issued pursuant to this

clause (11), not to exceed at any one time outstanding the greater of (x) $105.0 million and

(y) 50.0% of Consolidated EBITDA;

(12)Indebtedness Incurred by Foreign Subsidiaries of the Issuer in an aggregate

principal amount (or accreted value, as applicable), at any time outstanding, not to exceed

the greater of (x) 105.0 million and (y) 50.0% of Consolidated EBITDA; provided that such

Indebtedness may only be Incurred in the ordinary course of business or for working capital

purposes (and, in each case, not in connection with a liability management transaction);

(13)Indebtedness Incurred in a Permitted Receivables Financing;

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(14)Indebtedness of the Issuer or any Restricted Subsidiary consisting of (x) the

financing of insurance premiums or (y) take-or-pay obligations contained in supply

arrangements, in each case, in the ordinary course of business, not to exceed $10.0 million at

any one time outstanding;

(15)obligations (including reimbursement obligations with respect to letters of

credit and bank guarantees) in respect of performance, bid, appeal and surety bonds,

bankers’ acceptance facilities and completion guarantees, customs, VAT or other tax

guarantees and similar obligations provided by the Issuer or any Restricted Subsidiary or

obligations in respect of letters of credit, bank guarantees or similar instruments related

thereto, in each case, in the ordinary course of business;

(16)the issuance of any Participating Financial Instruments in connection with

any European Restructuring, in an aggregate principal amount, liquidation preference,

subscription price, value or similar concept not to exceed at any one time outstanding €90.0

million;

(17)the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness

consisting of the Guarantees of Indebtedness incurred by Permitted Joint Ventures;

provided, that the aggregate principal amount of Indebtedness guaranteed pursuant to this

clause (17) does not at any one time outstanding exceed the greater of (x) $105.0 million and

(y) 50.0% of Consolidated EBITDA;

(18)Guarantees incurred in the ordinary course of business in respect of

obligations to suppliers, customers, franchisees, lessors and licensees that, in each case, are

non-Affiliates;

(19)Indebtedness consisting of Indebtedness issued by the Issuer or any

Restricted Subsidiary to future, current or former officers, directors, employees, managers,

service providers or consultants thereof or any direct or indirect parent thereof, their

respective estates, spouses or former spouses, in each case, to finance the purchase,

redemption, acquisition or retirement for value of Equity Interests of the Issuer or any direct

or indirect parent company of the Issuer to the extent permitted under Section 4.10(b)(3);

(20)Indebtedness representing deferred compensation to employees of the Issuer

(or any direct or indirect parent thereof) and of Restricted Subsidiaries incurred in the

ordinary course of business; and

(21)Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary

of the Issuer and Preferred Stock of any Restricted Subsidiary of the Issuer in an aggregate

principal amount or liquidation preference that, when aggregated with the principal amount

or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock

then outstanding and Incurred pursuant to this clause (21), does not exceed at any one time

outstanding the greater of (x) $175.0 million and (y) 75.0% of Consolidated EBITDA.

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(c)Notwithstanding the foregoing, neither the Issuer nor any Subsidiary

Guarantor will Incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds

thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Issuer or

any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Notes or the

Subsidiary Guarantee to at least the same extent as such Subordinated Obligations.

(d)For purposes of determining compliance with this Section 4.09:

(1)other than as set forth in Section 4.09(b)(1), in the event that an item of

Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the

criteria of more than one of the types of Indebtedness, Disqualified Stock or Preferred Stock

described in Section 4.09(a) and Section 4.09(b) above, the Issuer, in its sole discretion, will

classify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion

thereof) at the time of Incurrence and will only be required to include the amount and type

of such Indebtedness in one of the above paragraphs; and

(2)other than as set forth in Section 4.09(b)(1), the Issuer will be entitled at the

time of Incurrence of Indebtedness, Disqualified Stock or Preferred Stock to divide and

classify an item of Indebtedness in more than one of the types of Indebtedness described

above, and with respect to any Indebtedness, Disqualified Stock or Preferred Stock Incurred

pursuant to any specific clause under Section 4.09(b) above, the Issuer may, after such

Indebtedness, Disqualified Stock or Preferred Stock is Incurred, reclassify all or a portion of

such Indebtedness, Disqualified Stock or Preferred Stock under a different clause of Section

4.09(b) or under Section 4.09(a) but only to the extent such Indebtedness could be so

Incurred under such clause of Section 4.09(b) or Section 4.09(a).

(e)For purposes of determining compliance with any U.S. dollar-denominated

restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of

Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency

exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first

committed or first Incurred (whichever yields the lower U.S. dollar-equivalent), in the case of

revolving credit debt; provided that if such Indebtedness is Incurred to Refinance other

Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable

U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange

rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be

deemed not to have been exceeded so long as the principal amount of such Refinancing

Indebtedness does not exceed (i) the principal amount of such Indebtedness being Refinanced plus

(ii) the aggregate amount of fees, defeasance costs, underwriting discounts, accrued and unpaid

interest, premiums and other costs and expenses incurred in connection with such Refinancing.

(f)Accrual of interest, the accretion of accreted value and the payment of

interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock,

as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or

Preferred Stock for purposes of this Section 4.09.

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(g)This Indenture will not treat (1) unsecured Indebtedness as subordinated or

junior to Secured Debt merely because it is unsecured or (2) senior Indebtedness as subordinated or

junior to any other senior Indebtedness merely because it has a junior priority with respect to the

same collateral.

Section 4.10Limitation on Restricted Payments.

(a)The Issuer will not, and will not permit any of its Restricted Subsidiaries to,

directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

(1)a Default or Event of Default shall have occurred and be continuing or shall

occur as a consequence thereof;

(2)after giving effect to such Restricted Payment (including, without limitation,

the incurrence of any Indebtedness to finance such Restricted Payment), the Total Net

Leverage Ratio would be greater than 4.25 to 1.00; or

(3)the amount of such Restricted Payment, when added to the aggregate amount

of all other Restricted Payments made since the Issue Date (including Restricted Payments

made pursuant to clauses (1) and (14) of Section 4.10(b) but excluding all other Restricted

Payments permitted by Section 4.10(b)), exceeds the sum (the “Restricted Payments

Basket”) of (without duplication):

(A)50.0% of Consolidated Net Income of the Issuer and its Subsidiaries

determined in accordance with GAAP for the period (taken as one accounting period)

commencing on the Issue Date to and including the last day of the fiscal quarter ended

immediately prior to the date of such calculation for which consolidated financial statements

are available (or, if such Consolidated Net Income shall be a deficit, minus 100.0% of such

aggregate deficit), plus

(B)100.0% of the aggregate net cash proceeds and the Fair Market Value,

as determined in good faith by the Issuer, of property and marketable securities received by

the Issuer from the issuance and sale of Qualified Equity Interests of the Issuer or any Parent

Entity (to the extent such net cash proceeds and Fair Market Value of property and

marketable securities are actually contributed to the Issuer) since the Issue Date or from the

issue or sale of convertible or exchangeable Disqualified Stock of the Issuer or any Parent

Entity (to the extent such net cash proceeds and Fair Market Value of property and

marketable securities are actually contributed to the Issuer) or convertible or exchangeable

debt securities of the Issuer or any Parent Entity (to the extent such net cash proceeds and

Fair Market Value of property and marketable securities are actually contributed to the

Issuer), in each case, that have been converted into or exchanged for Qualified Equity

Interests of the Issuer or any Parent Entity, other than (A) any such proceeds which are used

to redeem Notes in accordance with the first paragraph under paragraph 5 of the Notes or

(B) any such proceeds received from the sale of Excluded Equity, plus

(C)100.0% of the aggregate amount of cash and the Fair Market Value,

as determined in good faith by the Issuer, of property and marketable securities contributed

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to the capital of the Issuer, or that becomes part of the capital of the Issuer through

consolidation or merger following the Issue Date, plus

(D)100% of the aggregate amount received by the Issuer or any

Restricted Subsidiary in cash and the Fair Market Value of marketable securities or other

property received by the Issuer or any Restricted Subsidiary in each case after the Issue Date

from:

(i)the sale or other disposition (other than to the Parent, Holdings, the

Issuer or a Restricted Subsidiary of the Issuer) of Restricted Investments made by the

Issuer and its Restricted Subsidiaries and from repurchases and redemptions of, or

cash distributions or cash interest received in respect thereof, such Restricted

Investments from the Issuer and its Restricted Subsidiaries by any Person (other than

the Parent, Holdings, the Issuer or any of its Subsidiaries) and from repayments of

loans or advances, and releases of Guarantees, which constituted Restricted

Investments made by the Issuer or its Restricted Subsidiaries,

(ii)the sale (other than to the Parent, Holdings, the Issuer or a Restricted

Subsidiary or an employee stock ownership plan or trust established by the Issuer or

any Restricted Subsidiary (other than to the extent such employee stock ownership

plan or trust has been funded by the Issuer or any Restricted Subsidiary or to the

extent that such Investment constituted a Permitted Investment)) of the Capital Stock

of an Unrestricted Subsidiary, or

(iii)any distribution or dividend from an Unrestricted Subsidiary (to the

extent such distribution or dividend is not included in the calculation of Consolidated

Net Income), plus

(E)in the event any Unrestricted Subsidiary of the Issuer has been

redesignated as a Restricted Subsidiary or has been merged or consolidated with or into, or

transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of

the Issuer, in each case, after the Issue Date, the Fair Market Value of the Investment of the

Issuer in such Unrestricted Subsidiary at the time of such redesignation, combination or

transfer (or of the assets transferred or conveyed, as applicable) (other than, in each case to

the extent that the designation of such Subsidiary as an Unrestricted Subsidiary constituted a

Permitted Investment), plus

(F)the aggregate amount by which Indebtedness (other than any

Subordinated Indebtedness) incurred by the Issuer or any Restricted Subsidiary since the

Issue Date is reduced on the Issuer’s balance sheet upon the conversion or exchange (other

than by a Restricted Subsidiary of the Issuer) into Qualified Equity Interests of the Issuer or

any Parent Entity (less the amount of any cash, or the fair value of assets, distributed by the

Issuer or any Restricted Subsidiary upon such conversion or exchange), plus

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(G)in the event the Issuer or Restricted Subsidiary makes an Investment

(other than a Permitted Investment) in a Person that, as a result of or in connection with such

Investment, becomes a Restricted Subsidiary, an amount equal to the Fair Market Value of

the existing Investment (other than a Permitted Investment) in such Person that was

previously treated as a Restricted Payment made in reliance on Section 4.10(a)(3) or Section

4.10(b)(8).

(b)The foregoing provisions will not prohibit:

(1)the payment by the Issuer of any dividend or distribution or the

consummation of any redemption within 60 days after the date of declaration thereof or the

giving of the redemption notice, as the case may be, if on the date of declaration or notice,

the dividend, distribution or redemption payment would have complied with the provisions

of this Indenture;

(2)the redemption of any Equity Interests of the Issuer in exchange for, or out of

the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests;

(3)payments by the Issuer to repurchase, redeem, retire or otherwise acquire

Equity Interests of the Issuer or any Parent Entity held by future, present or former officers,

directors, employees, managers or consultants (or their transferees, estates or beneficiaries

under their estates) of the Issuer or its Subsidiaries or any Parent Entity, upon their death,

disability, retirement, severance or termination of employment or service or other repurchase

event pursuant to any management, director and/or employee equity plan or stock option

plan, stock appreciation rights plan or any other management, director or employee benefit

plan or agreement or arrangement or equity subscription or equityholder agreement

(including, for the avoidance of doubt, any principal and interest payable on any

Indebtedness issued by the Issuer or any Parent Entity in connection with such repurchase,

retirement or other acquisition); provided that the aggregate cash consideration paid for all

such redemptions shall not exceed (A) $7.50 million during any calendar year (with unused

amounts being available to be used in the following calendar years up to a maximum of

$10.0 million in the aggregate in any calendar year) plus (B) the amount of any net cash

proceeds received by the Issuer from the issuance and sale after the Issue Date of Qualified

Equity Interests of the Issuer or any Parent Entity to future, present or former officers,

directors, employees, managers or consultants (or their transferees, estates or beneficiaries

under their estates) of the Issuer or the Subsidiaries or any Parent Entity that have not been

applied to the payment of Restricted Payments pursuant to this clause (c), plus (C) the net

cash proceeds of any “key-man” life insurance policies received after the Issue Date that

have not been applied to the payment of Restricted Payments pursuant to this clause (c);

provided, that cancellation of Indebtedness owing to the Issuer or its Subsidiaries or any

Parent Entity from any future, current or former officer, director, employee, manager or

consultant (or any permitted transferees thereof) of the Issuer or any of its Subsidiaries or

any Parent Entity, in connection with a repurchase of Equity Interests of the Issuer or any

Parent Entity from such Persons will be deemed to constitute a Restricted Payment for

purposes of this Section 4.10 or any other provisions of this Indenture;

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(4)repurchases, acquisitions or retirements for value of Equity Interests deemed

to occur upon the exercise of stock options, warrants, rights to acquire Equity Interests or

other convertible securities if the Equity Interests represents a portion of the exercise price

thereof, or in connection with the withholding of a portion of the Equity Interests granted or

awarded to a director, employee, manager or consultant (or their transferees, estates or

beneficiaries under their estates) to pay for the taxes payable by such director, employee,

manager or consultant upon such grant or award;

(5)Restricted Payments to allow the payment of cash in lieu of the issuance of

fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or

exchange of Equity Interests of any Person (including in connection with a dividend,

distribution, share split, reverse share split, merger, consolidation, amalgamation or similar

transaction) and payments of cash to dissenting shareholders in connection with a merger,

consolidation, amalgamation, transfer of assets;

(6)the distribution, as a dividend or otherwise, or shares of Capital Stock of, or

Indebtedness owed to the Issuer or a Restricted Subsidiary by, any Unrestricted Subsidiaries

(other than Unrestricted Subsidiaries, the primary assets of which are cash and/or temporary

cash Investments);

(7)the declaration and payment of dividends on the Issuer’s common stock (or

the payment of dividends to any Parent Entity to fund a payment of dividends on such

entity’s common stock) of up to (A) 6.0% per annum of the net cash proceeds received by

the Issuer from any public offering of common stock or contributed to the Issuer by any

Parent Entity in or from any public offering of common stock (other than public offerings

with respect to common stock registered on Form S-8) and (B) an aggregate amount not to

exceed 7.0% of Market Capitalization;

(8)Restricted Payments in an amount not to exceed the greater of (x) $105.0

million and (y) 50.0% of Consolidated EBITDA;

(9)Restricted Payments that are made in an amount equal to the amount of

Excluded Contributions;

(10)the payment or distribution of Receivables Fees;

(11)the declaration and payment of dividends or distributions by the Issuer to, or

the making of loans to, any Parent Entity in amounts required for any Parent Entity to pay or

cause to be paid, in each case, without duplication,

(A)franchise, excise and similar taxes and other fees, taxes and expenses,

in each case, required to maintain their corporate or other legal existence;

(B)for any taxable period for which the Issuer and/or any of its Restricted

Subsidiaries are members of a consolidated, combined or unitary tax group for U.S.

federal and/or applicable state, local, provincial, territorial or foreign income or

similar tax purposes of which a Parent Entity is the common parent (a “Tax Group”),

the portion of any U.S. federal, state, local, provincial, territorial or foreign income

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or similar taxes (as applicable) of such Tax Group for such taxable period that are

attributable to the taxable income of the Issuer and/or its Subsidiaries; provided that

for each taxable period, (1) payments made pursuant to this subclause (B) shall not

exceed the amount of liability that the Issuer and/or its Subsidiaries (as applicable)

would have incurred were such taxes determined as if such entity(ies) were a stand-

alone taxpayer or a stand-alone group, which amount shall be reduced by any such

tax directly paid by the Issuer or any of its Subsidiaries and (2) the amount of such

payments made in respect of an Unrestricted Subsidiary will be permitted only to the

extent that cash distributions were made by such Unrestricted Subsidiary to the

Issuer or any Restricted Subsidiary for such purpose;

(C)customary salary, bonus, severance and other benefits payable to, and

indemnities provided on behalf of, future, current or former officers, employees,

directors, managers and consultants of any Parent Entity to the extent such salaries,

bonuses, severance and other benefits and indemnities are attributable to the

ownership or operation of the Issuer and its Subsidiaries, including the Issuer’s or its

Subsidiaries’ proportionate share of such amount relating to such Parent Entity being

a public company;

(D)general corporate, operating and other costs and expenses (including,

without limitation, expenses related to the maintenance of corporate or other

existence and auditing or other accounting or tax reporting matters) and listing fees

and other costs and expenses attributable to being a public company, of any Parent

Entity;

(E)amounts required for any Parent Entity to pay interest and/or principal

on Indebtedness, the proceeds of which have been contributed to the Issuer (other

than as Disqualified Stock) and that has been guaranteed by, and is otherwise

considered Indebtedness of, the Issuer or any Restricted Subsidiary;

(F)fees and expenses related to any equity or debt offering, financing

transaction, acquisitions, divestitures, investments or other non-ordinary course

transaction (whether or not successful) of such Parent Entity; provided that any such

acquisition or investment was intended to be for the benefit of the Issuer and its

Subsidiaries; and

(G)any Restricted Payment permitted by Section 4.10(b)(3);

(12)other Restricted Payments if, at the time of the making of such payments, and

after giving effect thereto (including, without limitation, the incurrence of any Indebtedness

to finance such payment), the Total Net Leverage Ratio would not exceed 3.25 to 1.00;

(13)the declaration and payment of dividends or distributions to holders of any

class or series of Designated Preferred Stock and the declaration and payment of dividends

to Holdings or any other Parent Entity, the proceeds of which will be used to fund the

payment of dividends to holders of any class or series of Designated Preferred Stock of

Holdings or any other Parent Entity issued after the Issue Date; provided, however, that (A)

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for the Four-Quarter Period immediately preceding the date of issuance of such Designated

Preferred Stock, after giving effect to such issuance (and the payment of dividends or

distributions) on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio of the

Issuer and its Restricted Subsidiaries would have been at least 2.00 to 1.00 and (B) the

aggregate amount of dividends declared and paid pursuant to this clause (m) does not exceed

the lesser of (x) the net cash proceeds actually received by the Issuer from the sale (or the

contribution of the net cash proceeds from the sale) of Designated Preferred Stock and (y)

$7.5 million during any calendar year; or

(14)Restricted Payments in connection with any European Restructuring in a

reasonable amount in the Issuer’s good faith determination, but in any event, not to exceed

an amount equal to the total outstanding amount incurred pursuant to Section 4.09(b)(16);

provided that (x) in the case of any Restricted Payment pursuant to clauses (8) and (12) of this

Section 4.10(b), no Default or Event of Default shall have occurred and be continuing or occur as a

consequence thereof and (y) no issuance and sale of Qualified Equity Interests that are used to make

a payment pursuant to clauses (2) or (3)(B) of this Section 4.10(b) shall increase the Restricted

Payments Basket.

(c)For purposes of determining compliance with this Section 4.10, in the event

that a proposed Restricted Payment (or a portion thereof) meets the criteria of more than one of the

categories of Restricted Payments described in the preceding clauses (1) through (14) of Section

4.10(b) and/or is entitled to be made pursuant to Section 4.10(a), the Issuer will be entitled to divide

or classify (or later divide, classify or reclassify in whole or in part in their sole discretion) such

Restricted Payment (or a portion thereof) among such clauses (1) through (14) of Section 4.10(b)

and/or Section 4.10(a), in a manner that otherwise complies with this Section 4.10.

(d)The amount of all Restricted Payments (other than cash) will be the Fair

Market Value on the date of the Restricted Payment of the assets or securities proposed to be

transferred or issued by the Issuer or any Restricted Subsidiary, as the case may be, pursuant to the

Restricted Payment.

(e)Notwithstanding anything to the contrary, neither the Issuer nor any

Restricted Subsidiary may transfer, assign or exclusively license any Material Intellectual Property

to Parent or any Subsidiary that is not the Issuer or a Restricted Subsidiary; provided that this

sentence shall not restrict a sale or transfer in the form of a non-exclusive license or an exclusive

license entered into for legitimate business purposes (other than in connection with a liability

management transaction or for the incurrence of Indebtedness) that is entered into to effect a bona

fide transaction with a third party that is not an Affiliate of the Issuer.

Section 4.11Limitation on Restrictions on Distributions from Restricted Subsidiaries.

(a)The Issuer will not, and will not permit any Restricted Subsidiary that is not

a Guarantor to, create or otherwise cause or permit to exist or become effective any consensual

encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a

Guarantor (directly or indirectly) to (A) pay dividends or make any other distributions on its Capital

Stock to the Issuer or a Restricted Subsidiary or pay any Indebtedness owed to the Issuer or any of

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its Restricted Subsidiaries (it being understood that the priority of any Preferred Stock in receiving

dividends or liquidating distributions prior to dividends or liquidating distributions being paid on

common stock shall not be deemed a restriction on the ability to make distributions on Capital

Stock), (B) make any loans or advances to the Issuer (it being understood that the subordination of

loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by

the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans

or advances) or (C) sell, lease or transfer any of its property or assets to the Issuer or any of its

Restricted Subsidiaries, except:

(1)with respect to clauses (a)(A), (a)(B) and (a)(C):

(A)(x) any encumbrance or restriction pursuant to an agreement in effect

at or entered into on the Issue Date, including pursuant to the ABL Credit Facility and the

related documentation and related Hedging Obligations and Cash Management Obligations

and (y) this Indenture, the Notes, the Guarantees and the First Lien Notes Security

Documents;

(B)any encumbrance or restriction with respect to a Restricted Subsidiary

or the property or assets acquired by the Issuer or any of its Restricted Subsidiaries existing

on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other

than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds

or credit support utilized to consummate, the transaction or series of related transactions

pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was

acquired by the Issuer) and outstanding on such date and any amendments, modification,

restatements, renewals, extensions, increases, supplements, refunding, replacements or

refinancing thereof; provided that the encumbrances and restrictions in any such

amendments, modifications, restatements, renewals, extensions, increases, supplements,

refunding, replacements or refinancing are entered into in the ordinary course of business or

not materially more restrictive, taken as a whole, than those contained in the ABL Credit

Facility, this Indenture, existing Indebtedness or such other agreements as in effect on the

date of the acquisition;

(C)any encumbrance or restriction pursuant to an agreement effecting a

Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A) or

(B) of clause (1) of this Section 4.11 or this clause (C) or contained in any amendment,

modification, restatement, renewal, extension, increase, supplement, refunding, or

replacement of an agreement referred to in clause (A) or (B) of clause (1) of this Section

4.11 or this clause (C); provided, however, that the encumbrances and restrictions with

respect to such Restricted Subsidiary contained in any such refinancing agreement or

amendment, modification, restatement, renewal, extension, increase, supplement, refunding,

or replacement are not materially more restrictive on the whole to the Holders than

encumbrances and restrictions with respect to such Restricted Subsidiary contained in such

predecessor agreements on the Issue Date;

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(D)existing under, by reason of or with respect to Refinancing

Indebtedness; provided, that the encumbrances and restrictions contained in the agreements

governing such Refinancing Indebtedness are not materially more restrictive, taken as a

whole, than those contained in the agreements governing the Indebtedness being refinanced;

(E)provisions restricting cash or other deposits or net worth imposed by

customers under contracts entered into in the ordinary course of business;

(F)existing under, by reason of or with respect to customary provisions

contained in leases or licenses of intellectual property and other agreements, in each case,

entered into in the ordinary course of business;

(G)agreements entered into between a Foreign Subsidiary and another

Foreign Subsidiary which second Foreign Subsidiary is not a Subsidiary of the first Foreign

Subsidiary to the extent such agreements relate solely to such Foreign Subsidiaries and do

not affect in any material respect the Issuer’s or any Subsidiary Guarantor’s ability to make

principal and interest payments on the Notes, as determined in good faith by the Issuer;

(H)any encumbrance or restriction with respect to a Restricted Subsidiary

imposed pursuant to an agreement entered into for the sale or disposition of some or all of

the Capital Stock or any property and assets of such Restricted Subsidiary pending the

closing of such sale or disposition;

(I)with respect to any Foreign Subsidiary, any encumbrance or

restriction contained in the terms of any Indebtedness permitted to be Incurred under this

Indenture, or any agreement pursuant to which such Indebtedness was issued;

(J)restrictions or conditions governing any Indebtedness Incurred in

connection with Permitted Receivables Financing if such restrictions or conditions apply

only to the Receivables Assets that are the subject of the Permitted Receivables Financing,

and restrictions or conditions imposed on any Receivables Subsidiary in connection with any

Permitted Receivables Financing;

(K)provisions limiting the disposition or distribution of assets or property

or transfer of Capital Stock in joint venture agreements, asset sale agreements, sale-

leaseback agreements, stock sale agreements, limited liability company organizational

documents, and other similar agreements entered into in the ordinary course of business,

consistent with past practice or with the approval of the Board of Directors of the Issuer (or

the Board of Directors of any Parent Entity), which limitation is applicable only to the

assets, property or Capital Stock that are the subject of such agreements;

(L)restrictions on cash, Cash Equivalents or other deposits or net worth

imposed by customers or lessors under contracts or leases entered into in the ordinary course

of business;

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(M)customary provisions in joint venture agreements, operating or similar

agreements, asset sale agreements and stock sale agreements arising in connection with the

entering into of such transactions;

(N)any restriction arising under applicable law, rule, regulation or

administrative or court order;

(O)any encumbrance or restriction existing under or by reason of the

ABL Credit Facility;

(P)any encumbrance or restriction existing under any other Indebtedness,

Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is

incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09; provided

that either (x) the provisions relating to such encumbrance or restriction contained in such

Indebtedness are no less favorable to the Issuer, taken as a whole, as determined by the

Issuer in good faith, than the provisions contained in the ABL Credit Facility, in each case,

as in effect on the Issue Date or (y) any encumbrance or restriction contained in such

indebtedness that does not (except upon a default or event of default thereunder) materially

impair the Issuer’s or any Subsidiary Guarantor’s ability, as determined by the Issuer in

good faith, to make payments of interest and principal on the Notes when due;

(Q)any encumbrance or restriction with respect to a Subsidiary which

was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that

such Subsidiary is a party to or entered into before the date on which such Subsidiary

became a Restricted Subsidiary; provided that such agreement was not entered into in

anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such

encumbrance or restriction does not extend to any assets or property of the Issuer or any

other Restricted Subsidiary other than the assets and property of such Subsidiary; and

(R)any encumbrance or restriction contained in security agreements or

mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance

or restriction restricts the transfer of the property subject to such security agreements or

mortgages;

(2)with respect to clause (a)(C) above:

(A)any encumbrance or restriction consisting of customary

nonassignment provisions in leases governing leasehold interests to the extent such

provisions restrict the transfer of the lease or the property leased thereunder;

(B)any encumbrance or restriction existing by virtue of any transfer of,

agreement to transfer, option or right with respect to, or Lien on, any property or assets of

the Issuer or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture;

(C)any encumbrance or restriction existing under, by reason of or with

respect to (i) purchase money obligations for property acquired in the ordinary course of

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business or (ii) capital leases or operating leases that impose encumbrances or restrictions on

the property so acquired or covered thereby;

(D)any encumbrance or restriction arising or agreed to in the ordinary

course of business, not relating to any Indebtedness, and that do not, individually or in the

aggregate, detract from the value of property or assets of the Issuer or any Restricted

Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary thereof;

(E)non-assignment provisions or subletting restrictions in contracts,

leases and licenses entered into in the ordinary course of business;

(F)encumbrances on property that exist at the time the property was

acquired by the Issuer or a Restricted Subsidiary, provided such encumbrances were not put

in place in anticipation of such acquisition;

(G)customary provisions in asset sale agreements and stock sale

agreements arising in connection with the entering into of such transactions; and

(3)any encumbrances or restrictions of the type referred to in clauses (a)(A),

(a)(B) and (a)(C) above imposed by any amendments, modifications, restatements, renewals,

increases, supplements, refundings, replacements or refinancings of the contracts, instruments or

obligations referred to in Sections 4.11(a)(1) and 4.11(a)(2); provided that such amendments,

modifications, restatements, renewals, increases, supplements, refundings, replacements or

refinancings (other than with respect to the ABL Credit Facility) are, in the good faith judgment of

the Issuer, no more restrictive on the whole with respect to such dividend and other payment

restrictions than those contained in the dividend or other payment restrictions prior to such

amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or

refinancing.

Section 4.12Limitation on Affiliate Transactions.

(a)The Issuer will not, and will not permit any Restricted Subsidiary to, enter

into or permit to exist any transaction or series of related transactions (including the purchase, sale,

lease or exchange of any property, employee compensation arrangements or the rendering of any

service) with any Affiliate of the Parent (an “Affiliate Transaction”) involving aggregate

consideration in excess of $10.0 million, either directly or indirectly, unless:

(1)the terms of the Affiliate Transaction are no less favorable to the Issuer or

such Restricted Subsidiary, taken as a whole, than those that could be obtained at the time of

the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; and

(2)if such Affiliate Transaction involves an amount in excess of $25.0 million,

the terms of the Affiliate Transaction are set forth in writing and a majority of the non-

employee directors of the Issuer disinterested with respect to such Affiliate Transaction have

determined in good faith that the criteria set forth in clause (1) of this Section 4.12 are

satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution

of the Board of Directors of the Issuer.

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(b)The provisions of Section 4.12(a) will not prohibit:

(1)any Permitted Investment or Restricted Payment permitted to be made

pursuant to the covenant described under Section 4.10;

(2)any payments, awards or grants in cash, securities or otherwise pursuant to,

or the funding of, employment arrangements, employee benefit plans, stock options and

stock ownership plans in the ordinary course of business or consistent with past practice;

(3)loans or advances to employees in the ordinary course of business in

accordance with the past practices of the Issuer or its Restricted Subsidiaries;

(4)the payment of reasonable fees to, and indemnity provided on behalf of,

directors, officers, employees and consultants of the Issuer and its Restricted Subsidiaries

who are not employees of the Issuer or its Restricted Subsidiaries in the ordinary course of

business;

(5)any transaction with the Issuer, a Restricted Subsidiary or joint venture or

similar entity which would constitute an Affiliate Transaction solely because the Issuer or a

Restricted Subsidiary owns an Equity Interest in or otherwise controls such Restricted

Subsidiary, joint venture or similar entity;

(6)the issuance or sale of any Capital Stock (other than Disqualified Stock) of

the Issuer and the granting and performance of registration rights;

(7)pledges of Capital Stock of Unrestricted Subsidiaries for the benefit of

lenders of Unrestricted Subsidiaries;

(8)any agreement as in effect on the Issue Date and described in the Offering

Memorandum or any renewals or extensions of any such agreement (so long as such

renewals or extensions, taken as a whole, are not less favorable to the Issuer or the

Restricted Subsidiaries) and the transactions evidenced thereby; and

(9)any transaction for which the Issuer has received a written opinion from an

Advisory Firm the effect that such transaction is fair, from a financial standpoint, to the

Issuer and its Restricted Subsidiaries or is not less favorable to the Issuer and its Restricted

Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s length

transaction with a Person who was not an Affiliate.

Section 4.13Limitation on Liens.

(a)The Issuer will not at any time create, incur or assume, and will not cause or

permit a Restricted Subsidiary that is a Guarantor to, directly or indirectly Incur any Lien securing

Indebtedness of the Issuer or such Guarantor upon any of its property, assets or revenue, whether

owned on the Issue Date or thereafter acquired (except Permitted Liens).  If the Issuer or a

Guarantor creates any Lien upon any property or assets that are not at such time Collateral in order

to secure any ABL Obligations or Fixed Asset Obligations (other than customary Liens on cash

collateral in connection with the ABL Credit Facility and other revolving facilities), it must

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concurrently grant a first-priority Lien upon such property or assets that would constitute Fixed

Asset Collateral or a second-priority Lien upon such property or assets that would constitute ABL

Collateral, respectively, in each case, as security for the Notes or the Note Guarantee, such that the

property or assets subject to such Lien will constitute Collateral under this Indenture and the First

Lien Notes Security Documents, subject, in each case, to local law limitations and Permitted Liens.

(b)The following shall constitute “Permitted Liens”:

(1)Liens on property or assets acquired, constructed, developed or improved

after the Issue Date by the Issuer or a Restricted Subsidiary and created prior to or

contemporaneously with, or within 180 days after, the acquisition of property which is a

parcel of real property, a building, machinery or equipment, and extensions, renewals and

replacements of any such Liens so long as such Liens are not extended to any other property

of the Issuer or any of its Restricted Subsidiaries;

(2)Liens on property or assets at the time of acquisition which secure obligations

assumed by the Issuer or a Restricted Subsidiary, or on the property, assets or on the Equity

Interests or indebtedness of a Person at the time it becomes a Restricted Subsidiary or is

merged into or consolidated with the Issuer or a Restricted Subsidiary, or on properties of a

Person acquired by the Issuer or a Restricted Subsidiary as an entirety or substantially as an

entirety; provided that the Liens may not extend to any other property of the Issuer or

Restricted Subsidiary other than proceeds and products of such property, shares or

indebtedness and accessions thereto, and extensions, renewals and replacements of any such

Liens so long as such Liens are not extended to any other property of the Issuer or any of its

Restricted Subsidiaries;

(3)Liens arising from conditional sale, title retention, consignment or similar

agreements or arrangements for the sale of goods entered into in the ordinary course of

business;

(4)Liens in favor of the Issuer or any Guarantor;

(5)Liens Incurred to secure obligations in respect of Indebtedness permitted to

be Incurred pursuant to Section 4.09(b)(1), Section 4.09(b)(11) and Section 4.09(b)(12);

provided that, (x) in the case of Section 4.09(b)(11), such Lien extends only to the assets

and/or Capital Stock, the acquisition, lease, construction, repair, replacement or

improvement of which is financed thereby and any income or profits thereof; and (y) in the

case of Section 4.09(b)(12), such Lien does not extend to the property or assets (or income

or profits therefrom) of any Restricted Subsidiary other than a Foreign Subsidiary;

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(6)Liens existing on the Issue Date (other than Liens to secure obligations in

respect of the ABL Credit Facility) and extensions, renewals and replacements of any such

Liens so long as such Liens are not extended to any other property of the Issuer or any of its

Restricted Subsidiaries;

(7)any Lien arising by reason of deposits with, or the giving of any form of

security to, any governmental agency or any body created or approved by law or

governmental regulations, which is required by law or governmental regulation as a

condition to the transaction of any business, or the exercise of any privilege, franchise or

license;

(8)Liens of carriers’, warehousemen’s, mechanics, suppliers’ materialmen,

repairmen and other Liens imposed by law arising in the ordinary course of business

(including construction of facilities) in respect of obligations that are not due, that are not yet

delinquent for a period of more than 60 days or that are being contested in good faith;

(9)Liens for taxes, assessments or governmental charges or claims (a) that are

not yet delinquent for a period of more than 30 days, (b) not yet payable or subject to

penalties for non-payment or (c) that are being contested in good faith;

(10)Liens (including judgment Liens) arising in connection with legal

proceedings so long as such proceedings are being contested in good faith or, in the case of

judgment Liens, execution thereon is stayed or not giving rise to an Event of Default;

(11)landlords’ Liens on fixtures on premises leased in the ordinary course of

business;

(12)Liens to secure the performance of statutory obligations, insurance, surety or

appeal bonds, performance bonds, 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);

(13)Liens on assets of the Issuer or any of its Restricted Subsidiaries securing

Indebtedness consisting of Hedging Obligations or Treasury Management Arrangements;

(14)minor survey exceptions, easements or reservations of, or rights of others for,

licenses, rights-of-way, minor defects or irregularities in title, sewers, electric lines,

telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to

the use of, charges or encumbrances in respect of, real property that do not materially impair

the use of said properties in the operation of the business of the Issuer and its Restricted

Subsidiaries;

(15)Liens on insurance policies and proceeds thereof, or other deposits, to secure

insurance premium financings;

(16)filing of UCC financing statements as a precautionary measure in connection

with operating leases or consignments;

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(17)bankers’ Liens and rights of setoff or Liens that are contractual rights of set-

off relating to purchase orders and other agreements entered into with customers of the

Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(18)Liens in cash, Cash Equivalents or other property arising in connection with

the defeasance, discharge or redemption of Indebtedness;

(19)Liens on specific items of inventory or other goods (and the proceeds thereof)

of the Issuer or a Restricted Subsidiary securing such Person’s obligations in respect of

bankers’ acceptances or trade-related letters of credit issued or created for the account of

such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(20)grants of intellectual property licenses (including software and other

technology licenses) in the ordinary course of business;

(21)Liens incurred or pledges or deposits made in the ordinary course of business

in connection with workers’ compensation, unemployment and other insurance and other

types of social security and employee health and disability benefits or similar obligations

(including Liens to secure letters of credit issued to assure payment of such obligations and

also including pledges or deposits securing liability to insurance carriers under insurance or

self-insurance arrangements) or to secure the performance of tenders, statutory obligations,

surety and appeal bonds, bids, leases, government contracts, performance and return-of-

money bonds and other similar obligations;

(22)deposits made in the ordinary course of business to secure liability to

insurance carriers;

(23)Liens to secure partial, progress, advance or other payments or any

indebtedness incurred for the purpose of financing all or any part of the purchase price or the

cost of construction, development, or substantial repair, alteration or improvement of the

property subject to such Liens if the commitment for the financing is obtained not later than

180 days after the later of the completion of or the placing into operation (exclusive of test

and start-up periods) of such property;

(24)Liens in cash proceeds (or securities purchased therewith) from Indebtedness

which are set aside at the time of such incurrence in order to secure an escrow arrangement

pursuant to which such cash proceeds (or securities purchased therewith) are contemplated

to ultimately be released to the Issuer or a Restricted Subsidiary or returned to the lenders of

such Indebtedness; provided that such Liens are automatically released concurrently with the

release of such cash proceeds (or securities purchased therewith) from such escrow

arrangement;

(25)any interest or title of a lessor under any lease, whether or not characterized

as capital or operating; provided that such Liens do not extend to any property or assets

which is not leased property subject to such lease;

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(26)Liens encumbering deposits made to secure obligations arising from

statutory, regulatory, contractual or warranty requirements of the Issuer or a Restricted

Subsidiary, including rights of offset and set-off;

(27)leases or subleases granted to others not interfering in any material respect

with the business of the Issuer or a Restricted Subsidiary;

(28)Liens in favor of customs and revenue authorities arising as a matter of law to

secure payment of custom duties in connection with importation of goods;

(29)Liens encumbering initial deposits and margin deposits, and other Liens

incurred in the ordinary course of business and that are within the general parameters

customary in the industry;

(30)any encumbrance or restriction (including put and call arrangements) with

respect to Equity Interests of any joint venture or similar arrangement;

(31)Liens solely on any cash earnest money deposits made by the Issuer or a

Restricted Subsidiary in connection with any letter of intent or purchase agreement;

(32)Liens in respect of cash-pooling arrangement outside of the United States

covering assets of Restricted Subsidiaries;

(33)Liens on account receivables and Receivables Assets incurred in connection

with a Permitted Receivables Financing;

(34)Liens on equipment of the Issuer or any Restricted Subsidiary of the Issuer

granted in the ordinary course of business to Issuer’s or such Restricted Subsidiary’s client

at which such equipment is located;

(35)Liens (a) of a collection bank arising under Section 4-210 of the UCC or any

comparable or successor provision on items in the course of collection, (b) attaching to

pooling, commodity trading accounts or other commodity brokerage accounts incurred in the

ordinary course of business or consistent with past practice and (c) in favor of a banking or

other financial institution or electronic payment service providers arising as a matter of law

or under general terms and conditions encumbering deposits (including the right of setoff)

and that are within the general parameters customary in the banking or finance industry;

(36)(a) Liens in favor of the Trustee or Collateral Agent or (b) Liens securing the

Notes issued on the Issue Date (including any Guarantee thereof);

(37) Liens to secure any refinancing, refunding, extension, renewal, replacement,

repaying, prepaying, purchasing, redeeming, defeasing or retiring (or successive

refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any

Indebtedness secured by any Lien (other than clause (5)); provided, however, that (x) such

new Lien shall be limited to all or part of the same property that secured the original Lien

(plus improvements on such property), and (y) the Indebtedness secured by such Lien at

such time is not increased to any amount greater than the sum of (A) the outstanding

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principal amount or, if greater, committed amount of the Indebtedness described under

Section 4.09(b)(5) and Section 4.09(b)(13) at the time the original Lien became a Permitted

Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses,

including premiums, related to such refinancing, refunding, extension, renewal or

replacement;

(38)Liens on property or assets of a Non-Guarantor Subsidiary in existence at the

time it becomes a Guarantor; provided such Liens were not incurred in contemplation of

Guaranteeing the Obligations under the Notes;

(39)Liens (if any) on cash deposits of the Issuer and/or Foreign Subsidiaries

subject to Cash Pooling Arrangements or otherwise over bank accounts of the Issuer and/or

Foreign Subsidiaries maintained as part of any Cash Pooling Arrangements, in each case

securing liabilities for Cash Management Obligations and/or obligations under agreements

relating to Cash Pooling Arrangements of the Issuer and/or Foreign Subsidiaries

participating in such Cash Pooling Arrangements, incurred in the ordinary course of

business, consistent with past practice; provided proceeds of such Cash Management

Obligations or other obligations under agreements relating to Cash Pooling Arrangements

may not be used to finance restructuring activities;

(40)other Liens securing Indebtedness Incurred, (i) in an aggregate principal

amount for the Issuer and its Restricted Subsidiaries not exceeding at the time such Lien is

created or assumed the greater of (x) $125.0 million and (y) 62.5% of Consolidated

EBITDA and (ii) pursuant to Section 4.09(b)(5) in an aggregate principal amount not

exceeding $125.0 million; or

(41)Liens (i) in respect of Indebtedness specified in clause (ii) of the definition of

“Junior Indebtedness” of the Issuer or any Guarantor; provided that the Senior Secured Net

Leverage Ratio, on a pro forma basis after giving effect thereto, does not exceed 5.00 to 1.00

and (ii) in respect of Indebtedness secured (x) on a pari passu basis on the Fixed Asset

Collateral or (y) on a pari passu basis or senior basis on the ABL Collateral; provided that

the First Lien Senior Secured Net Leverage Ratio, on a pro forma basis after giving effect

thereto, does not exceed 4.40 to 1.00;

provided that (i) any Liens on the Collateral incurred pursuant to clauses (40) and (41)(ii) of this

Section 4.13(b) shall be pari passu or junior to the Liens on the Fixed Asset Collateral securing the

Notes, and (x) if such Liens are pari passu with the Liens on the Collateral securing the Notes, the

representative of the obligations secured thereby shall execute the Intercreditor Agreement, as Fixed

Asset Debt, and a customary first lien intercreditor agreement that is substantially similar to the

Intercreditor Agreement (except for the priority of Liens), (y) if such Liens are secured on the

Collateral on a junior basis to the Liens on the Collateral securing the Notes, the representative of

the obligations secured thereby shall enter into a customary junior lien intercreditor agreement that

is substantially similar to the Intercreditor Agreement (except for the priority of Liens), and (z) in

the case of any Liens on Collateral incurred pursuant to clauses (40) and (41)(ii) of this Section

4.13(b) that is secured on a senior basis to the Liens on the ABL Collateral securing the Notes, such

Liens shall be junior to the Liens on the Fixed Asset Collateral securing the Notes and shall be

subject to the Intercreditor Agreement, with the same priority as the ABL Debt, or another

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intercreditor agreement that is substantially similar thereto; (ii) any Liens on the Collateral incurred

pursuant to clause (41)(i) above shall be junior to the Liens on the Fixed Asset Collateral securing

the First Lien Notes, and the representative of the obligations secured thereby shall enter into a

customary junior lien intercreditor agreement that is substantially similar to the Intercreditor

Agreement (except for the priority of Liens); and (iii) in the case of any Liens described in

clause (5) of this Section 4.13(b) that secure Indebtedness incurred pursuant to Section 4.09(b)(1),

such Liens shall be junior to the Liens on the Fixed Asset Collateral securing the Notes and shall be

subject to the Intercreditor Agreement, with the same priority as the ABL Debt, or another

intercreditor agreement that is substantially similar thereto.

(c)Additionally, such permitted Secured Debt includes any extension, renewal

or refunding, in whole or in part, of any Secured Debt permitted at the time of the original

incurrence thereof; provided that the Lien securing the extended, renewed or refunded Secured Debt

is 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,

additions and accessions to such property or proceeds, distributions or products thereof).

(d)Any Lien created for the benefit of the Holders pursuant to this Section 4.13

shall provide by its terms that such Lien shall be unconditionally and automatically released and

discharged upon (i) the release and discharge of the initial Lien that gave rise to the obligation to

secure the Notes, (ii) in the case of any such Lien in favor of any Note Guarantee, the termination

and discharge of such Note Guarantee in accordance with the terms of this Indenture or (iii) any

sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of

the assets of the Issuer that is governed by the provisions of Article V) to any Person not an

Affiliate of the Issuer of the property or assets secured by such Lien, or of all of the Capital Stock

held by the Issuer or any of its Restricted Subsidiaries in, or all or substantially all of the assets of,

any Restricted Subsidiary creating such Lien.

(e)For purposes of determining compliance with this Section 4.13, a Lien

securing an item of Indebtedness need not be permitted solely by one category of Permitted Lien but

may be permitted in part under any combination thereof and of any other available exemption, and

if a Permitted Lien meets the criteria or more than one of the exceptions described in clauses (1)

through (41) of Section 4.13(b), the Issuer may, in its sole discretion, classify or reclassify the

Permitted Lien (or any portion thereof) in any manner that complies with this Section 4.13. In

addition, in the event that a portion of Indebtedness secured by a Lien that is incurred after the Issue

Date could be classified as secured in part pursuant to clause (41) of Section 4.13(b) (after giving

effect to the Incurrence of such portion of Indebtedness), the Issuer, in its sole discretion, may

classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been

secured pursuant to clause (41) of Section 4.13(b) above and thereafter the remainder of the

Indebtedness as having been secured pursuant to one or more of the other clauses of Section 4.13(b)

above; provided, however, that any Liens Incurred to secure obligations in respect of the ABL

Credit Facility Incurred pursuant to Section 4.09(b)(1) shall be deemed secured under clause (5) of

Section 4.13(b) and cannot be reclassified.

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Section 4.14Limitation on Activities of Parent and Holdings.

(a)Holdings shall not, and the Issuer shall direct Parent not to, conduct, transact

or otherwise engage in any material business or operations; provided that the following shall be

permitted in any event:

(1)its ownership of the Capital Stock of Holdings, the Issuer and the Restricted

Subsidiaries, as applicable;

(2)the performance of its obligations with respect to this Indenture, the Notes,

the Notes Security Documents, the ABL Credit Facility, any documentation relating to any

permitted Refinancing of the foregoing or documentation relating to the Indebtedness

otherwise permitted by this Section 4.14 and the Guarantees permitted by clause (5) of this

Section 4.14(a);

(3)the consummation of the Refinancing Transactions;

(4)the performing of activities (including, without limitation, cash management

activities) and the entry into documentation with respect thereto, in each case, permitted by

this Indenture for Parent or Holdings, as applicable, to enter into and perform;

(5)the payment of dividends and distributions (and other activities in lieu thereof

permitted by this Indenture), the making of contributions to the capital of its Subsidiaries

and Guarantees of Indebtedness permitted to be incurred hereunder by Parent, the Issuer or

any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting

Indebtedness;

(6)the maintenance of its legal existence (including the ability to incur fees,

costs and expenses relating to such maintenance and performance of activities relating to its

officers, directors, managers and employees and those of its Subsidiaries);

(7)the performing of activities in preparation for and consummating any public

offering of its common stock or any other issuance or sale of its Capital Stock (other than

Disqualified Stock);

(8)the participation in tax, accounting and other administrative matters,

including compliance with applicable laws and legal, tax and accounting matters related

thereto and activities relating to its officers, directors, managers and employees;

(9)the holding of any cash and Cash Equivalents (but not operating any

property);

(10)the entry into and performance of its obligations with respect to contracts and

other arrangements, including the providing of indemnification to officers, managers,

directors and employees; and

(11)any activities incidental to the foregoing.

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(b)Holdings shall not, and the Issuer shall direct Parent not to, create, incur,

assume or suffer to exist any Lien on any Capital Stock of Holdings, the Issuer or any Restricted

Subsidiary, as applicable, (other than Liens pursuant to any Notes Document or ABL Document,

non-consensual Liens arising solely by operation of law and Liens pursuant to documentation

relating to other secured Indebtedness permitted to be incurred and secured hereunder and any

Permitted Liens) and shall not incur any Indebtedness (other than Guarantees permitted above and

liabilities imposed by law, including tax liabilities).

Section 4.15Additional Note Guarantees.

(a)If, on or after the Issue Date, any of the Issuer’s Wholly Owned Subsidiaries

that is a Domestic Subsidiary Incurs or guarantees (x) any ABL Debt or (y) any loans or capital

markets Indebtedness in excess of $50.0 million (collectively, clauses (x) and (y), “Certain Other

Indebtedness”), then such Subsidiary (other than a Subsidiary Guarantor) shall become a Guarantor

and execute a supplemental indenture substantially in the form of Exhibit G hereto within 20

Business Days of such Incurrence or guarantee; provided that Excluded Subsidiaries shall not be

Guarantors that provide Note Guarantees.

(b)Each Person that is a Domestic Subsidiary that becomes a Guarantor after the

Issue Date shall also become party to the applicable First Lien Notes Security Documents pursuant

to the terms of this Indenture and shall as promptly as practicable, but in any event, within 90 days

of the acquisition or formation of such entity, execute and deliver such security instruments,

financing statements, mortgages, deeds of trust (in substantially the same form as those executed

and delivered with respect to the Collateral on the Issue Date as may be necessary to vest in the

Collateral Agent a perfected first-priority security interest (subject to Permitted Liens and priority

Liens with respect to the ABL Collateral in favor of the ABL Collateral Agent)) in properties and

assets that constitute Collateral, as security for such Guarantor’s Note Guarantee and as may be

necessary to have such property or asset added to the Collateral as required under the First Lien

Notes Security Documents and this Indenture, and thereupon all provision of this Indenture relating

to the Collateral shall be deemed to relate to such properties and assets to the same extent and with

the same force and effect.

Section 4.16Reports to Holders.

(a)Whether or not the Issuer is subject to the reporting requirements of Section

13 or 15(d) of the Exchange Act, so long as any Notes are outstanding hereunder, the Issuer shall

furnish to the Trustee and Holders thereof the following:

(1)all quarterly and annual financial statements of the Issuer that would be

required to be filed with the Commission on Forms 10-Q and 10-K, including a

“Management’s Discussion and Analysis of Financial Condition and Results of Operations”

that describes the financial condition and results of operations of the Issuer and its

consolidated Subsidiaries and, with respect to the annual information only, a report thereon

by the Issuer’s certified independent accountants; and

(2)all current reports required to be filed with the Commission on Form 8-K

under Items 1.01, 1.02, 1.03, 2.01, 2.02, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02 (other than

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with respect to information otherwise required or contemplated by Item 402 of Regulation S-

K) as in effect on the Issue Date if the Issuer were required to file such reports; provided,

however, that no such current report will be required to include as an exhibit, or to include a

summary of the terms of, any employment or compensatory arrangement agreement, plan or

understanding between the Issuer (or any of its Subsidiaries) and any director, manager or

executive officer, of the Issuer (or any of its Subsidiaries);

in each case, within the time periods specified in the Commission’s rules and regulations (and,

during any period in which the Issuer is not required to file reports with the Commission, within the

time periods specified in the Commission’s rules and regulations applicable to a “non-accelerated

filer”); provided, however, that (i) in no event shall such reports be required to comply with

Rule 3-10 of Regulation S-X promulgated by the Commission or contain separate financial

statements for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to

secure the Notes or any Guarantee that would be required under(a) Section 3-09 of Regulation S-X,

(b) Section 3-10 of Regulation S-X or (c) Section 3-16 of Regulation S-X, respectively,

promulgated by the Commission.

(b)The Issuer shall make all such information available to the Trustee and the

Holders, in each case, by posting such information on its website, on Intralinks or any comparable

password-protected online data system which will require a confidentiality acknowledgment. In

addition, the Issuer shall, for so long as any Notes remain outstanding, furnish to the Holders of

such Notes and to securities analysts and prospective investors, upon their request, the information

required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes

are not freely transferable under the Securities Act. 

(c)Notwithstanding the foregoing, Issuer may satisfy its obligations in this

Section 4.16 with respect to financial information relating to the Issuer by furnishing financial

information relating to any Parent Entity; provided that if such Parent Entity has any material assets

other than its direct or indirect Equity Interests of the Issuer, the same is accompanied by selected

financial metrics, which may be unaudited, that show the differences (in the Issuer’s sole discretion)

between the information relating to such Parent Entity, on the one hand, and the information

relating to the Issuer and its Subsidiaries on a stand-alone basis, on the other hand.

(d)The Issuer will be deemed to have furnished the reports referred to in clauses

(1) and (2) of Section 4.16(a) if the Issuer or any Parent Entity has filed reports containing such

information (or any such information of a Parent Entity in accordance with the immediately

preceding paragraph) with the Commission. The terms of this Indenture shall not impose any duty

on the Issuer under the Sarbanes-Oxley Act of 2002 and the related Commission rules that would

not otherwise be applicable to it.

(e)At any time that any of the Issuer’s Subsidiaries are Unrestricted

Subsidiaries, then the quarterly and annual financial information required by clauses (1) and (2) of

Section 4.16(a) will include a reasonably detailed presentation, either on the face of the financial

statements or in the footnotes thereto, or in “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” of the financial condition and results of operations of the

Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations

of the Unrestricted Subsidiaries of the Issuer.

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(f)The Trustee shall have no duty to review or analyze reports delivered to it.

Delivery of such reports and information to the Trustee shall be for informational purposes only,

and the Trustee’s receipt of them shall not constitute actual or constructive notice or knowledge of

any information contained therein or determinable from information contained therein (including

the Issuer’s compliance with any of its covenants under this Indenture as to which the Trustee is

entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obliged to monitor

or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants or with

respect to any reports or other documents filed with the SEC or any website under this Indenture.

(g)Notwithstanding anything herein to the contrary, the Issuer will not be

deemed to have failed to comply with any of its obligations under this Section 4.16 for purposes of

Section 6.01(4) until 180 days after the date any report hereunder is due.

Section 4.17Suspension of Covenants.

(a)If on any date following the Issue Date (i) the Notes have Investment Grade

Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this

Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being

collectively referred to as a “Covenant Suspension Event”), then beginning on such date, the Issuer

and its Restricted Subsidiaries will not be subject to Sections 4.08 (but only to the extent related to

properties or assets of the Issuer, its Restricted Subsidiaries and Holdings that do not constitute

Collateral), 4.09, 4.10, 4.11, 4.12, 4.15 and 5.01(a)(3) hereof (collectively, the “Suspended

Covenants”). 

(b)Upon the occurrence of a Covenant Suspension Event (the date of such

occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Disposition

shall be reset at zero. In the event that the Issuer and its Restricted Subsidiaries are not subject to the

Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent

date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade

Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the

Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants

with respect to future events. The period of time between (and including) the Suspension Date and

the Reversion Date (but excluding the Reversion Date) is referred to in this description as the

“Suspension Period.”

(c)In the event of any such reinstatement, no action taken or omitted to be taken

by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a

Default or Event of Default with respect to Notes. On the Reversion Date, all Indebtedness Incurred

during the Suspension Period will be classified to have been Incurred pursuant to Section

4.09(b)(4). With respect to Restricted Payments made on or after the Reversion Date, the amount of

Restricted Payments made will be calculated as though Section 4.10 had been in effect prior to, but

not during,  the Suspension Period. In addition, for purposes of Section 4.12, all agreements and

arrangements entered into by the Issuer or any Restricted Subsidiary with an Affiliate of Holdings

during the Suspension Period prior to such Reversion Date will be deemed to have been entered

pursuant to Section 4.12(b)(8), and for purposes of Section 4.11, all contracts entered into during

the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated

by such covenant will be deemed to have been entered pursuant to clause (1)(A) of the first

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paragraph of Section 4.11.  During any Suspension Period, the Board of Directors may not

designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture.

(d)In addition, notwithstanding the foregoing, the continued existence after any

reinstitution of the foregoing covenants of facts and circumstances or obligations arising from

transactions that occurred during the Suspension Period shall not constitute a breach of any

covenant set forth in this Indenture or cause a Default or an Event of Default thereunder. Following

a Reversion Date, the Issuer and its Subsidiaries will be permitted, without causing a Default or

Event of Default, to honor, comply with or otherwise perform any contractual commitments or

obligations arising during the Suspension Period and to consummate the transactions thereby;

provided that such contractual commitments or obligations were entered into during the Suspension

Period and not in contemplation of a reversion of the Suspended Covenants; provided further that,

to the extent any such commitment or obligation results in the making of a Restricted Payment, such

Restricted Payment shall be made under the Restricted Payments Basket or under Section 4.10(b)

and, if not permitted by any such provisions, such Restricted Payment shall be deemed permitted

under the Restricted Payments Basket and shall be deducted for purposes of calculating the amount

pursuant to the Restricted Payments Basket (which may not be less than zero).

(e)Upon the Reversion Date, the obligations to grant Note Guarantees pursuant

to Section 4.15 will be reinstated (and the Reversion Date will be deemed to be the date on which

any Subsidiary was acquired or created during the Suspension Period).

(f)The Issuer, in an Officer’s Certificate, shall provide the Trustee notice of any

Suspension Date or Reversion Date.  The Trustee will have no obligation to (i) independently

determine or verify if such events have occurred, (ii) make any determination regarding the impact

of actions taken during the Suspension Period on the Issuer’s future compliance with their

covenants or (iii) notify the Holders of a Suspension Date or Reversion Date.  The Trustee may

deliver a copy of any such Officer’s Certificate to the Holders upon request.

ARTICLE V.

SUCCESSOR COMPANY

Section 5.01Merger, Consolidation or Sale of Assets.

(a)(i) The Issuer shall not consolidate or merge with or into any other Person or

Transfer all or substantially all of the properties or assets of the Issuer and its Restricted

Subsidiaries, taken as a whole, and (ii) the Issuer shall not permit any of its Restricted Subsidiaries

to, in a single transaction or a series of related transactions, Transfer all or substantially all of the

properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in each case, to,

another Person unless:

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(1)the Issuer shall be the continuing corporation, or the successor shall be a

corporation, limited liability company or partnership organized and existing under the laws

of the United States or a state thereof, the District of Columbia, or any territory thereof (the

“Successor Company”), and the Successor Company expressly assumes by a supplemental

indenture or amendment of the relevant documents the Issuer’s obligations under the Notes

and this Indenture;

(2)after giving effect to the transaction, no Default or Event of Default shall

have occurred or be continuing;

(3)immediately after giving pro forma effect to such transaction, (a) Issuer or the

Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to

the first proviso in Section 4.09(a), or (b) the Consolidated Fixed Charge Coverage Ratio for

the Issuer or the Successor Company would not be less than immediately prior to such

transaction;

(4)each Subsidiary Guarantor, if any, shall have by supplemental indenture

confirmed that its Guarantee shall apply to each such Person’s Obligation under this

Indenture and the Notes;

(5)to the extent any property or assets of the Successor Company are property or

assets of the type that would constitute Collateral under the First Lien Notes Security

Documents, the Successor Company will take such action as may be reasonably necessary or

required to cause such property and assets to be made subject to a Lien securing the Notes

pursuant to this Indenture and the First Lien Notes Security Documents in the manner and to

the extent required by this Indenture or any of the First Lien Notes Security Documents and

shall take all reasonably necessary action so that such Lien is perfected, preserved and

protected to the extent required by this Indenture and the First Lien Notes Security

Documents;

(6)the Collateral owned by or sold, assigned, conveyed, leased, transferred or

otherwise disposed of to the Successor Company shall (a) continue to constitute Collateral

under this Indenture and the First Lien Notes Security Documents, (b) be subject to the Lien

in favor of the Collateral Agent for the benefit of the Trustee and the Holders and (c) not be

subject to any Lien other than Permitted Liens or other Liens as permitted under Section

4.13;

(7)the Successor Company shall become a party to the First Lien Notes Security

Documents; and

(8)the Issuer shall have delivered to the Trustee an Officer’s Certificate and an

Opinion of Counsel, each stating that such consolidation, merger or transfer and such

supplemental indenture (if any) comply with this Indenture.

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(b)This Section 5.01 shall not apply to any Transfer of assets (i) between or

among the Issuer and any one or more of its Restricted Subsidiaries that are Guarantors, (ii)

between or among any one or more of the Issuer’s Restricted Subsidiaries that are Guarantors or

(iii) between or among any one or more of the Issuer’s Restricted Subsidiaries that are not

Guarantors. Clause (2) of Section 5.01(a) (and the requirement to deliver an Officer’s Certificate

and an Opinion of Counsel) shall not apply to (1) any merger or consolidation of the Issuer with or

into, or Transfer of all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken

as a whole, to one of its Restricted Subsidiaries that is a Guarantor for any purpose or (2) any

merger or consolidation of the Issuer or a Restricted Subsidiary solely for the purpose of

reincorporating the Issuer or a Restricted Subsidiary into another state of the United States, the

District of Columbia or any territory of the United States.

Section 5.02Successor Person Substituted.

Upon any consolidation, combination or merger of the Issuer, or any Transfer of all

or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in

accordance with the foregoing provisions of Section 5.01, in which the Issuer is not the continuing

obligor under the Notes, the surviving entity formed by such consolidation or into which the Issuer

is merged or to which such Transfer of all or substantially all of the assets of the Issuer and its

Restricted Subsidiaries, taken as a whole, is made will succeed to, and be substituted for, and may

exercise every right and power of the Issuer under this Indenture, the Notes and the First Lien Notes

Security Documents with the same effect as if such surviving entity had been named therein as the

Issuer and, the Issuer and all of the Guarantors will be released from the obligation to pay the

principal of and interest on such Notes or in respect of its related Note Guarantee, as the case may

be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under such Notes,

this Indenture and its related Note Guarantee, if applicable.

ARTICLE VI.

DEFAULTS AND REMEDIES

Section 6.01Events of Default.

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

(1)default for 30 consecutive days in the payment when due of interest with

respect to the Notes;

(2)default in payment when due of principal or premium, if any, on the Notes on

the Maturity Date, upon redemption or otherwise;

(3)failure by the Issuer or any Restricted Subsidiary after receipt of notice from

the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then

outstanding under this Indenture (with a copy to the Trustee) to comply with any of the

provisions under Section 4.07 or Section 5.01;

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(4)failure by the Issuer or any Restricted Subsidiary of the Issuer for 60

consecutive days after receipt of notice from the Trustee or the Holders of at least 25% in

aggregate principal amount of the Notes then outstanding under this Indenture (with a copy

to the Trustee) to comply with any covenant or agreement contained in this Indenture (other

than the covenants and agreements specified in clauses (1) through (3) of this Section 6.01);

(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 of the Issuer or any of its Restricted Subsidiaries or the payment of which is

guaranteed by the Issuer or any of its Restricted Subsidiaries (other than Indebtedness owed

to the Issuer or a Restricted Subsidiary), whether such Indebtedness or Guarantee now exists

or is created after the Issue Date, which default (a) is caused by a failure to pay when due at

final Stated Maturity (giving effect to any grace period related thereto) principal of such

Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness

prior to its Stated Maturity, and, in each case, the principal amount of any such

Indebtedness, together with the principal amount of any such Indebtedness under which

there has been a Payment Default or the maturity of which has been so accelerated,

aggregates $100.0 million or more;

(6)failure by the Issuer or any Restricted Subsidiary that is a Significant

Subsidiary or group of Subsidiaries of the Issuer that, together, would constitute a

Significant Subsidiary to pay final and non-appealable judgments (net of any amounts

covered by insurance and as to which such insurer has not denied responsibility or coverage

in writing) aggregating $100.0 million or more, which judgments are not paid, discharged,

bonded, stayed or waived within 60 days after such judgment becomes final, and in the

event such judgment is covered in full by insurance, an enforcement proceeding has been

commenced by any creditor upon such judgment or decree which is not promptly stayed;

(7)(A) a court of competent jurisdiction enters an order or decree under any

Bankruptcy Law that (i) is for relief against the Issuer, a Guarantor that is a Significant

Subsidiary or any Restricted Subsidiary that is a Significant Subsidiary or group of

Guarantors and Restricted Subsidiaries of the Issuer that, taken together, would constitute a

Significant Subsidiary in an involuntary case or proceeding in which the Issuer, a Guarantor

that is a Significant Subsidiary or any Restricted Subsidiary that is a Significant Subsidiary

or group of Guarantors and Restricted Subsidiaries of the Issuer that, taken together, would

constitute a Significant Subsidiary is to be adjudicated bankrupt or insolvent, (ii) appoints a

custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the

Issuer, a Guarantor that is a Significant Subsidiary or any Restricted Subsidiary that is a

Significant Subsidiary or group of Guarantors and Restricted Subsidiaries of the Issuer that,

taken together, would constitute a Significant Subsidiary, or for all or substantially all of the

property of the Issuer, a Guarantor that is a Significant Subsidiary or any Restricted

Subsidiary that is a Significant Subsidiary or group of Guarantors and Subsidiaries of the

Issuer that, taken together, would constitute a Significant Subsidiary, or (iii) orders the

winding up or liquidation of the Issuer, a Guarantor that is a Significant Subsidiary or any

Restricted Subsidiary that is a Significant Subsidiary or group of Guarantors and Restricted

Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, and

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in each of clauses (A)(i), (A)(ii) and (A)(iii), such order or decree remains unstayed and in

effect for a period of 60 consecutive days; or (B) the Issuer, a Guarantor that is a Significant

Subsidiary or any Restricted Subsidiary that is a Significant Subsidiary or group of

Guarantors and Restricted Subsidiaries of the Issuer that, taken together, would constitute a

Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (i)

commences a voluntary case to be adjudicated bankrupt or insolvent or consents to the entry

of an order for relief against it in an involuntary case, (ii) consents to the appointment of or

taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or

similar official of the Issuer, such Guarantor or any such Restricted Subsidiary or such group

of Guarantors and Restricted Subsidiaries or for all or substantially all of its property, (iii)

effects any general assignment for the benefit of its creditors or (iv) generally is not paying

its debts as they become due;

(8)any Note Guarantee of any Guarantor that is a Significant Subsidiary (or any

group of Guarantors that together would constitute a Significant Subsidiary) ceases to be in

full force and effect in all material respects (other than in accordance with the terms of such

Note Guarantee and this Indenture) or is declared null and void and unenforceable or found

to be invalid or any such Guarantor denies its liability under its Note Guarantee (other than

by reason of the satisfaction and discharge of this Indenture or the release of such Guarantor

from its Note Guarantee in accordance with the terms of this Indenture and such Note

Guarantee); and

(9)other than by reason of the satisfaction in full of all obligations under this

Indenture and discharge of this Indenture with respect to the Notes or the release of such

Collateral with respect to the Notes in accordance with the terms of this Indenture and the

First Lien Notes Security Documents,

(a)in the case of any security interest with respect to a material portion of the

Collateral, such security interest under the First Lien Notes Security Documents

shall, at any time, cease to be a valid and perfected security interest or shall be

declared invalid or unenforceable, default by the Issuer or any Guarantor in the

performance of the First Lien Notes Security Documents that adversely affects in any

material respect the enforceability, validity, perfection or priority of such Liens on a

material portion of the Collateral, or the determination in a judicial proceeding that

the First Lien Notes Security Documents are unenforceable or invalid against the

Issuer or any Guarantor party thereto for any reason with respect to a material

portion of the Collateral, and any such default continues for 30 days after notice of

such default shall have been given to the Issuer by the Trustee or the Holders of at

least 25% of the principal amount of the then outstanding Notes issued under this

Indenture, except to the extent that any such default (A) results from the failure of

the Collateral Agent to maintain possession of certificates, promissory notes or other

instruments actually delivered to it representing securities pledged under the First

Lien Notes Security Documents or (B) to the extent relating to Collateral consisting

of real property, is covered by a title insurance policy with respect to such real

property and such insurer has not denied or failed to acknowledge coverage; or

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(b)the Issuer or any Guarantor shall assert in writing that any security interest

under any First Lien Notes Security Document is invalid or unenforceable.

Section 6.02Acceleration of Maturity; Rescission.

If any Event of Default under this Indenture occurs and is continuing, either the

Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding,

may declare the principal of, premium, if any, and accrued but unpaid interest, on all of the

outstanding Notes to be due and payable by notice in writing to the Issuer and the Trustee, in the

case of notice by Holders, specifying the respective Event of Default and that it is a “notice of

acceleration” and the same shall become immediately due and payable. Notwithstanding the

foregoing, in the case of an Event of Default arising under Section 6.01(7) with respect to the Issuer,

the principal of, premium, if any, and accrued but unpaid interest, on all of the outstanding Notes

shall become due and payable without further action or notice.

If the Notes are accelerated or otherwise become due prior to the Maturity Date, in

each case, as a result of an Event of Default (including, but not limited to, an Event of Default

specified in Section 6.01(7) (including the acceleration of any claims by operation of law)), the

amount that shall then be due and payable in respect of the Notes shall equal the amount which

would be due on an optional redemption of the Notes, in each case, determined as of the date of

such acceleration, as if the Notes had been optionally redeemed as of the date of such acceleration

(i.e., principal plus the Make-Whole Premium if prior to March 1, 2028, and thereafter principal at

the redemption price specified under paragraph 5 of the Notes as of such date) and, in each case,

accrued and unpaid interest to, but excluding, the date of redemption of such Notes (or payment in

the case of a bankruptcy or insolvency event). The amount in excess of par represented by such

redemption price, the “Redemption Premium” and, together with any Make-Whole Premium, the

“premium”.

Without limiting the generality of the foregoing, it is understood and agreed that if

the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, as a

result of an Event of Default (including, but not limited to, an Event of Default specified in Section

6.01(7) (including the acceleration of any claims by operation of law)), the Make-Whole Premium

or the Redemption Premium, as applicable, shall also be due and payable as though the Notes had

been optionally redeemed on the date of such acceleration and shall constitute part of the

Obligations with respect to the Notes in view of the impracticability and extreme difficulty of

ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of

each Holder’s lost profits as a result thereof. If the Make-Whole Premium or the Redemption

Premium, as applicable, becomes due and payable, it shall be deemed to be principal of the Notes

and interest shall accrue on the full principal amount of the Notes (including the Make-Whole

Premium or the Redemption Premium, as applicable) from and after the applicable triggering event,

including in connection with an Event of Default specified in Section 6.01(7). Any premium

payable pursuant to this paragraph and the immediately preceding paragraph shall be presumed to

be equal to the liquidated damages sustained by each Holder as the result of the early acceleration or

redemption of the Notes and the Issuer and each Guarantor agrees that it is a reasonable estimate

under the circumstances currently existing of such Holder’s actual damages. The premium shall also

be payable in the event the Notes and/or this Indenture are satisfied, released or discharged through

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foreclosure, whether by power of judicial proceeding, deed in lieu of foreclosure or by any other

means and/or upon the satisfaction, release, payment, restructuring, reorganization, replacement,

reinstatement or compromise of the Notes in any insolvency or liquidation proceeding. THE

ISSUER AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT

THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE

STATUTE OR LAW, RULE OR REGULATION THAT PROHIBITS OR MAY PROHIBIT THE

COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH

ACCELERATION. The Issuer and each Guarantor expressly agrees (to the fullest extent they may

lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction

between sophisticated business entities ably represented by counsel; (B) the premium shall be

payable notwithstanding the then prevailing market rates at the time of any acceleration or such

payment is made; (C) there has been a course of conduct between the Holders, on the one hand, and

the Issuer and the Guarantors, on the other hand, giving specific consideration in this transaction for

such agreement to pay the premium; and (D) the Issuer and each Guarantor shall be estopped

hereafter from claiming differently than as agreed to in this paragraph. The Issuer and each

Guarantor expressly acknowledges that its agreement to pay the premium to the Holders as herein

described is a material inducement to the Holders to purchase the Notes.

In the event of any Event of Default specified in Section 6.01(5), such Event of

Default and all consequences thereof (excluding any resulting Payment Default, other than as a

result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and

without any action by the Trustee or the Holders, if within 30 days after such Event of Default

arose:

(1)the Indebtedness or Guarantee that is the basis for such Event of Default has

been discharged; or

(2)Holders thereof have rescinded or waived the acceleration, notice or action

(as the case may be) giving rise to such Event of Default; or

(3)the Payment Default that is the basis for such Event of Default has been

cured.

In the event of a declaration of acceleration with respect to the Notes, the Holders of

a majority in aggregate principal amount of the then outstanding Notes may, by written notice to the

Issuer and the Trustee, on behalf of all of the Holders, rescind and annul such acceleration and its

consequences, so long as such rescission and annulment would not conflict with any judgment of a

court of competent jurisdiction if:

(1)all Events of Default, other than nonpayment of principal, premium, if any, or

interest that has become due solely because of the acceleration, have been cured or waived;

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(2)to the extent the payment of such interest is lawful, interest on overdue

installments of interest and overdue principal, which has become due otherwise than by such

declaration of acceleration, has been paid; and

(3) the Issuer has paid the Trustee its reasonable compensation and reimbursed

the Trustee for its reasonable expenses, disbursements, indemnities and advances.

No such rescission shall affect any subsequent Default or impair any right

consequent thereto.

Section 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available

remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any,

and interest on the Notes or to enforce the performance of any provision of the Notes or this

Indenture and may take any necessary action requested by the Holders of a majority of the principal

amount outstanding of the Notes to settle, compromise, adjust or otherwise conclude any

proceedings to which it is a party.

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

Noteholder 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.  Except as

otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or

stolen Notes in Section 2.08, no remedy herein conferred upon or reserved to the Trustee or to the

Holders is exclusive of any other remedy.  All available remedies are cumulative to the extent

permitted by law. 

Section 6.04Waiver of Existing Defaults and Events of Default.

(a)Subject to Sections 2.10 and 6.08 and the terms of the First Lien Notes

Security Documents, the Holders of a majority in principal amount of the Notes then outstanding

shall have the right to waive any past and existing Default or Event of Default and its consequences

under this Indenture, except a Default in the payment of the principal of, or interest or premium, if

any, on any Note held by a non-consenting Holder as specified in clauses (1) and (2) of Section 6.01

or in respect of a covenant or a provision which cannot be modified or amended without the consent

of each Holder as provided for in Section 8.02 (which shall require the consent of all Holders);

provided that, subject to Section 6.02, 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.  In case of any such waiver, the Issuer, the

Trustee and the Holders shall be restored to their former positions and rights hereunder and under

the Notes, respectively. 

(b)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 Event of Default or impair

any right consequent thereto.

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Section 6.05Control by Majority.

Subject to Sections 2.10, 6.06 and 7.01 of this Indenture and the Intercreditor

Agreement, the Holders of a majority in aggregate principal amount of the outstanding Notes have

the right to direct the time, method and place of conducting any proceeding for exercising any

remedy available to the Trustee or the Collateral Agent or exercising any trust or power conferred

on the Trustee or the Collateral Agent by this Indenture or the First Lien Notes Security Documents. 

The Trustee or the Collateral Agent, however, may refuse to follow any direction that conflicts with

law or this Indenture or the First Lien Notes Security Documents or that the Trustee or the

Collateral Agent determines may be unduly prejudicial to the rights of another Holder not taking

part in such direction, and the Trustee or the Collateral Agent shall have the right to decline to

follow any such direction (it being understood that the Trustee or the Collateral Agent does not have

an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such

Holders) if the Trustee or the Collateral Agent, being advised by counsel, determines that the action

so directed may not lawfully be taken or if the Trustee or the Collateral Agent in good faith shall, by

a Responsible Officer, determine that the proceedings so directed may involve it in personal

liability; provided that the Trustee or the Collateral Agent may take any other action deemed proper

by the Trustee or the Collateral Agent which is not inconsistent with such direction.  In the event the

Trustee or the Collateral Agent takes any action or follows any direction pursuant to this Indenture

or the First Lien Notes Security Documents, the Trustee or the Collateral Agent shall be entitled to

indemnification reasonably satisfactory to it against any cost, liability or expense that might be

caused by taking such action or following such direction. 

Without such direction and indemnification as described above, neither the Trustee

nor the Collateral Agent will be obligated to act upon directions purported to be delivered to it such

Holders of a majority in aggregate principal amount of the outstanding Notes, to foreclose upon or

otherwise enforce any Lien or to take any other action whatsoever with regard to any or all of the

First Lien Notes Security Documents, the Liens created thereby or the Collateral.

Section 6.06Limitation on Suits.

Subject to Section 6.08, no Holder shall have any right to institute any proceeding

with respect to this Indenture, the First Lien Notes Security Documents or the Notes or for any

remedy hereunder or thereunder, unless:

(1)such Holder has previously given the Trustee or the Collateral Agent written

notice of a continuing Event of Default;

(2)the Holders of at least 25% in principal amount of the Notes then outstanding

have made a written request to the Trustee or the Collateral Agent to pursue the remedy;

(3)such Holder or Holders have offered the Trustee or Collateral Agent security

or indemnity satisfactory to the Trustee or the Collateral Agent against any costs, liability or

expense;

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(4)the Trustee or the Collateral Agent has not complied with the request within

60 days after receipt of the request and the offer of security or indemnity against any cost,

liability or expense that might be caused by complying with such request; and

(5)during such 60-day period, the Holders of a majority in aggregate principal

amount of the outstanding Notes have not given the Trustee or the Collateral Agent a

direction that is inconsistent with the request.

A Noteholder may not use any provision of this Indenture to disturb or prejudice the

rights of another Noteholder or to obtain a preference or priority over another Noteholder.

Section 6.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, manager, member, partner,

incorporator or stockholder of the Issuer or of any Restricted Subsidiary of the Issuer or any Parent

Entity of the Issuer (other than the Issuer in respect of the Notes and each Guarantor in respect of its

Guarantee), as such, shall have any liability for any obligations of the Issuer or the Guarantors under

the Notes, this Indenture, the Note Guarantees, the First Lien Notes Security Documents, the

Intercreditor Agreement 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

may not be effective to waive liabilities under the federal securities laws.

Section 6.08Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the contractual right of any

Holder to bring suit to enforce the payment, of principal, premium, if any, and interest, if any, on its

Note on or after the respective due dates expressed or provided for in such Note shall not be

amended without the consent of such Holder.

Section 6.09Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing,

the Trustee may recover judgment in its own name and as trustee of an express trust against the

Issuer or any Guarantor (or any other obligor on the Notes) for the whole amount of unpaid

principal and accrued interest remaining unpaid, together with interest on overdue principal and, to

the extent that payment of such interest is lawful, interest on overdue installments of interest, in

each case, at the rate set forth in the Notes, and such further amounts 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 6.10Trustee May File Proofs of Claim.

The Trustee may 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 any other amounts due the Trustee under Section 7.07) and the Noteholders allowed in

any judicial proceedings relative to the Issuer or any Guarantor (or any other obligor upon the

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Notes), its creditors or its property and shall be entitled and empowered to collect and receive any

monies or other property payable or deliverable on any such claims and to distribute the same after

deduction of its charges and expenses to the extent that any such charges and expenses are not paid

out of the estate in any such proceedings and any custodian in any such judicial proceeding is

hereby authorized by each Noteholder 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 Noteholders, 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.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or

consent to or accept or adopt on behalf of any Noteholder any plan or reorganization, arrangement,

adjustment or composition affecting the Notes or the rights of any Noteholder thereof, or to

authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceedings.

Section 6.11Priorities.

If the Trustee collects any money or property pursuant to this Article VI, subject to

the terms of the Intercreditor Agreement, such money or property shall be paid out or distributed in

the following order:

FIRST: to the Trustee, the Collateral Agent and any predecessor Trustee or

Collateral Agent for amounts due under Section 7.07;

SECOND: to Noteholders for amounts due and unpaid on the Notes for principal,

premium, if any, and interest, ratably, without preference or priority of any kind, according

to the amounts due and payable on the Notes for principal, premium, if any, and interest,

respectively; and

THIRD: to the Issuer or, to the extent the Trustee collects any amount from any

Guarantor, to such Guarantor or as a court of competent jurisdiction may direct in writing.

The Trustee may fix a record date and payment date for any payment to Noteholders

pursuant to this Section 6.11.

Section 6.12Undertaking 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 Trustee, a court in its discretion may

require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and

the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and

expenses, against any party litigant in the suit, having due regard to the merits and good faith of the

claims or defenses made by the party litigant.  This Section 6.12 does not apply to a suit by the

Trustee, a suit by a Noteholder pursuant to Section 6.08 or a suit by Noteholders of more than 10%

in principal amount of the Notes then outstanding.

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ARTICLE VII.

TRUSTEE AND COLLATERAL AGENT

Section 7.01Duties of Trustee and Collateral Agent.

(a)Subject to the terms and protections of this Indenture and the First Lien Notes

Security Documents for the benefit of the Trustee and the Collateral Agent, (including but not

limited as to the provision of indemnity or security) if a Default or Event of Default actually known

to a Responsible Officer of the Trustee has occurred and is continuing, subject to the protections of

this Article VII (including, but not limited to, the provision of reasonable indemnity) the Trustee or

the Collateral Agent shall exercise such of the rights and powers vested in it by this Indenture and

use the same degree of care and skill in their exercise as a prudent person under the circumstances

would exercise or use under the same circumstances in the conduct of his or her own affairs.

Except for an Event of Default pursuant to Section 6.01(1) or 6.01(2) (upon the

occurrence of which the Trustee if then acting as Paying Agent will be deemed to have knowledge

thereof), neither the Trustee nor the Collateral Agent shall be deemed to have notice or be charged

with knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee or

the Collateral Agent, as applicable, has received written notice of any event which is in fact such a

Default or Event of Default by the Issuer or by the Holders of at least 25% of the aggregate

principal amount of the Notes by written notice of such event sent to the Trustee or the Collateral

Agent in accordance with Section 12.02 at the Corporate Trust Office of the Trustee or the

Collateral Agent, and such notice references the Notes and this Indenture and states that it is a

notice of Default or Event of Default.

(b)The Trustee, except during the continuance of a Default or Event of Default

of which a Responsible Officer of the Trustee has actual knowledge and subject to clause (a) above,

and, at all times, the Collateral Agent:

(1)need perform only those duties that are specifically set forth in this Indenture

and the First Lien Notes Security Documents and no others, and no implied covenants or

obligations shall be read into this Indenture or the First Lien Notes Security Documents

against the Trustee and the Collateral Agent; and

(2)in the absence of gross negligence or bad faith on its part, 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 the Collateral Agent under this

Indenture and/or the First Lien Notes Security Documents and conforming to the

requirements of this Indenture and the First Lien Notes Security Documents but, in the case

of any such certificates or opinions which by any provision hereof are specifically required

to be furnished to the Trustee or the Collateral Agent, as applicable, the Trustee or the

Collateral Agent, as applicable, shall be under a duty to examine the same to determine

whether or not they conform on their face to the requirements of this Indenture and the First

Lien Notes Security Documents as the case may be (but need not confirm or investigate the

accuracy of mathematical calculations or other facts stated therein).  Whenever in the

administration of this Indenture the Trustee or the Collateral Agent shall deem it desirable

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that a matter be proved or established prior to taking, suffering or omitting any action

hereunder, the Trustee or the Collateral Agent, as applicable (unless other evidence be

herein specifically prescribed), may require and, in the absence of bad faith on its part,

conclusively rely upon an Officer’s Certificate and/or an Opinion of Counsel (if this

Indenture permits or provides for such Opinion of Counsel), subject to the requirement in

the preceding sentence, if applicable.

(c)Neither the Trustee nor the Collateral Agent may be relieved from liability

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 subsection (b) of this Section 7.01.

(2)Neither the Trustee nor the Collateral Agent shall be liable for any error of

judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee or

the Collateral Agent was negligent in ascertaining the pertinent facts.

(3)Neither the Trustee nor the Collateral Agent shall be liable with respect to

any action it takes or omits to take in good faith in accordance with a direction received by it

from a majority in aggregate principal amount of the Notes outstanding pursuant to the terms

of this Indenture.

(d)Whether or not therein expressly so provided, Section 7.01 and Section 7.02

shall govern every provision of this Indenture that in any way relates to the Trustee or the Collateral

Agent, as applicable.

(e)The Trustee and the Collateral Agent will be under no obligation to exercise

any of its rights and powers under this Indenture or the First Lien Notes Security Documents unless

the Trustee has been offered security or indemnity reasonably satisfactory to it against any

expenses, loss, liability or exposure.  The Trustee’s and the Collateral Agent’s fees, expenses and

indemnities (including, but in no way limited to, the fees and disbursements of agents and attorneys)

are included in the amounts guaranteed by the Note Guarantees.

(f)Neither the Trustee nor the Collateral Agent shall be liable for interest on any

money received by it except as the Trustee or the Collateral Agent, as applicable, may agree in

writing with the Issuer or any Guarantor.  Money held in trust by the Trustee or the Collateral Agent

need not be segregated from other funds except to the extent required by the law.

(g)No provision of this Indenture or the First Lien Notes Security Documents

shall require the Trustee or the Collateral Agent to expend or risk its own funds or otherwise incur

any financial liability in the performance of any of its rights, powers or duties. Neither the Trustee

nor the Collateral Agent shall be required to give any bond or surety in respect of the performance

of its powers or duties hereunder.

(h)The Collateral Agent and the Trustee shall have no duty or obligation to (x) give,

execute, deliver, record, authorize, obtain or make any filings, including but not limited to any

UCC-1 or UCC continuation filings, notices, instruments, documents, agreements consents or other

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papers  (y) create, grant, preserve, perfect, validate or ensure a perfected lien with the requisite

priority is granted over the applicable Collateral, including any after acquired Collateral, or (z)

ensure that any documentation delivered from time to time to create, grant, preserve, protect and

perfect the validity and priority of the security interests and Liens (including but not limited to any

real estate documentation) is in customary and/or legally satisfactory form to accomplish the

applicable documents’ intended purpose and shall have no responsibility or liability in connection

with the acts or omissions of the Company or the Guarantors in respect of the foregoing or for or

with respect to the legality, validity and enforceability of any security interest created in the

Collateral or the perfection or priority of such security interest. 

(i)For the avoidance of doubt, the Collateral Agent and the Trustee shall have

no obligation to enter into any such documentation to the extent the Collateral Agent or the Trustee

shall determine, in its sole discretion, among other matters, such documentation (i) is prohibited by

applicable law, (ii) will violate the terms of any intercreditor agreement to which the Collateral

Agent or the Trustee is party, (iii) to the extent relating to any foreign Collateral will have the result

of requiring the Collateral Agent or the Trustee to register with, make filings and/or disclosures to

any foreign governmental authority or otherwise result in additional burdens to the Collateral Agent

vis a vis such foreign jurisdiction, (iv) such documentation imposes new duties or obligations on the

part of the Collateral Agent or makes the existing duties or obligations of the Collateral Agent or the

Trustee more burdensome or (v) such documentation imposes additional fees, costs, expenses or

potential liabilities on the Collateral Agent or the Trustee without appropriate indemnification

therefor being provided by the applicable Holders.

Section 7.02Rights of Trustee and Collateral Agent.

Subject to Section 7.01:

(1)The Trustee and the Collateral Agent may conclusively rely on any document

(whether in its original, facsimile or electronic (including .pdf) form) reasonably believed by

it to be genuine and to have been signed or presented by the proper person.  The Trustee and

the Collateral Agent need not investigate any fact or matter stated in the document.

(2)Before the Trustee or the Collateral Agent acts or refrains from acting, it may

require and shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel, or

both, which shall conform to the provisions of Section 12.05.  The Trustee and the Collateral

Agent shall be protected and shall not be liable for any action it takes or omits to take in

good faith in reliance on such certificate or opinion.

(3)Each of the Trustee and the Collateral Agent may act through its attorneys

and agents and shall not be responsible for the misconduct or negligence of any attorney or

agent appointed by it with due care.

(4)Neither the Trustee nor the Collateral Agent shall be liable for any action it

takes or omits to take in good faith which it reasonably believes to be authorized or within

its rights or powers; provided that the Trustee’s or the Collateral Agent’s conduct does not

constitute negligence or willful misconduct.

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(5)Each of the Trustee and the Collateral Agent may consult with counsel of its

selection, and the advice or opinion of such counsel as to matters of law shall be full and

complete authorization and protection from liability in respect of any action taken, omitted

or suffered by it hereunder in good faith and in accordance with the advice or opinion of

such counsel.

(6)Notwithstanding any of the other provisions of this Indenture, the rights,

privileges, protections, immunities and benefits given to the Trustee and/or the Collateral

Agent, including, without limitation, its right to be compensated, reimbursed and

indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral

Agent in each of its capacities hereunder (including but not limited to as Registrar, Paying

Agent and Depository Custodian), and each agent, custodian and other person employed to

act hereunder.

(7)The right of the Trustee or the Collateral Agent to perform any discretionary

act enumerated in this Indenture or the First Lien Notes Security Documents shall not be

construed as a duty, and the Trustee and the Collateral Agent shall not be answerable for

other than its own negligence or willful misconduct in the performance of such act.

(8)The Trustee and the Collateral Agent may from time to time request that the

Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of

officers authorized at such time to take specified actions pursuant to this Indenture and the

First Lien Notes Security Documents, which Officer’s Certificate may be signed by any

persons authorized to sign an Officer’s Certificate, including any person specified as so

authorized in any such certificate previously delivered and not superseded.

(9)In no event shall the Trustee or the Collateral Agent be responsible or liable

for special, indirect, punitive or consequential loss or damage of any kind whatsoever

(including, but not limited to, loss of profit) irrespective of whether the Trustee or the

Collateral Agent has been advised of the likelihood of such loss or damage and regardless of

the form of action.

(10)The Trustee and the Collateral Agent will not be bound to make any

investigation into the facts or matters stated in any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note,

other evidence of indebtedness, or other paper or document, or inquire as to the performance

by the Issuer or the Guarantors of any of their covenants in this Indenture or any of the First

Lien Notes Security Documents but the Trustee or the Collateral Agent, in its discretion,

may make such further inquiry or investigation into such facts or matters as it may see fit.

(11)Any request or direction of the Issuer mentioned herein shall be sufficiently

evidenced by an Issuer Order or an Officer’s Certificate, as applicable.

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Section 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee

of Notes and may make loans to, accept deposits from, perform services for or otherwise deal with

either the Issuer or any Guarantor, or any Affiliates thereof, with the same rights it would have if it

were not Trustee.  However, in the event that the Trustee acquires any conflicting interest within the

meaning of Section 310(b) of the TIA, it must eliminate such conflict within 90 days, apply to the

Commission for permission to continue as Trustee or resign.  Any Agent may do the same with like

rights.  The Trustee shall also be subject to Sections 7.10 and 7.11.

Section 7.04Disclaimer.

The recitals contained herein and in the Notes, except for the Trustee’s certificate of

authentication, shall be taken as the statements of the Issuer or the Guarantors, as the case may be,

and neither the Trustee nor the Collateral Agent assumes responsibility for their correctness. The

Trustee and the Collateral Agent shall not be responsible for and makes no representation as to the

validity or adequacy of this Indenture, the Notes, any Note Guarantee or the First Lien Notes

Security Documents, they shall not be accountable for the Issuer’s or any Guarantor’s use of the

proceeds from the sale of Notes, they will not be responsible for the use or application of any

money received by any Paying Agent (other than itself as Paying Agent) or any money paid to the

Issuer or any Guarantor pursuant to the terms of this Indenture and they shall not be responsible for

any statement in the Notes, the Note Guarantees, this Indenture or the First Lien Notes Security

Documents other than the Trustee’s certificate of authentication.  Neither the Trustee nor the

Collateral Agent shall be responsible for any statement in the Offering Memorandum or any other

document utilized by the Issuer in connection with the sale of the Notes, and shall not be

responsible for any rating on the Notes or any action or omission of any Rating Agency.

Section 7.05Notice of Defaults.

If a Default or Event of Default occurs and is continuing (which shall not be cured or

waived) and if it is known to the Trustee (pursuant to Section 7.01(a) hereof), the Trustee shall give

to each Holder a notice of the Default or Event of Default within 90 days of having received such

notice as provided in this Indenture.  Except in the case of a Default or Event of Default relating to

the payment of the principal, premium, if any, or interest on any Note (including payments pursuant

to a redemption or repurchase of the Notes pursuant to the provisions of this Indenture), the Trustee

may withhold the notice if and so long as the board of directors, the executive committee or a trust

committee of directors or Responsible Officers of the Trustee in good faith determines that

withholding the notice is in the interests of Holders.

Section 7.06[Reserved].

Section 7.07Compensation and Indemnity.

The Issuer and the Guarantors shall pay to the Trustee and the Collateral Agent from

time to time compensation as agreed upon for its services hereunder (which compensation shall not

be limited by any provision of law in regard to the compensation of a trustee of an express trust). 

The Issuer and the Guarantors shall reimburse the Trustee and the Collateral Agent upon request for

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all reasonable disbursements, expenses and advances incurred or made by it in connection with the

Trustee’s and the Collateral Agent’s duties under this Indenture, the Notes Guarantees, the First

Lien Notes Security Documents and/or any other related documents including the reasonable

compensation, disbursements and expenses of the Trustee’s and the Collateral Agent’s agents and

counsel.

The Issuer and the Guarantors, jointly and severally, shall indemnify each of the

Trustee and the Collateral Agent and its respective agents, employees, stockholders, attorneys,

directors and officers and any predecessor Trustee or Collateral Agent for, and hold each of them

harmless against, any and all loss, damage, claim, liability or expense, including without limitation

taxes (other than taxes based on the income of any such Person) and reasonable attorneys’ fees and

expenses (collectively, “Losses”) incurred by each of them in connection with the acceptance or

administration of this Indenture, the Notes Guarantees, the First Lien Notes Security Documents

and/or any other related documents or the performance of their respective duties under this

Indenture, the Notes, the Notes Guarantees, the First Lien Notes Security Documents and/or any

other related documents or the exercise of the respective rights and powers under this Indenture, the

Notes, the Note Guarantees, the First Lien Notes Security Documents and/or any other related

documents, including the reasonable costs and expenses of enforcing this Indenture (including this

Section 7.07), the Notes, the Note Guarantees, the First Lien Notes Security Documents, or any

related documents or otherwise arising under such documents and including the reasonable costs

and expenses of defending itself against any claim (whether asserted by any Holder, the Issuer, any

Guarantor or otherwise) or liability in connection with the exercise or performance of any of its

rights, powers or duties hereunder (including, without limitation, settlement costs).  The Trustee or

the Collateral Agent, as applicable, shall notify the Issuer and the Guarantors in writing promptly of

any third party claim of which a Responsible Officer of the Trustee or the Collateral Agent, as

applicable has actual knowledge asserted against the Trustee or the Collateral Agent, as applicable,

for which it may seek indemnity (each, a “Third Party Claim”); provided that the failure by the

Trustee or the Collateral Agent, as applicable to so notify the Issuer and the Guarantors shall not

relieve the Issuer and Guarantors of their obligations hereunder except to the extent the Issuer and

the Guarantors are actually prejudiced thereby.  Neither the Issuer nor any Guarantor need pay for

any settlement or provide any indemnification for any other Losses associated therewith to the

extent such settlement is made in connection with any Third Party Claim without its consent, which

consent shall not be unreasonably withheld or delayed.  The Trustee and the Collateral Agent shall

have the right to its own counsel and the Issuer shall pay the reasonable fees and expenses of such

counsel in connection with any Third Party Claim to the extent the Trustee or the Collateral Agent,

as applicable, reasonably determines that a conflict of interest exists or is required in connection

with the performance of its duties under this Indenture.

Notwithstanding the foregoing, the Issuer and the Guarantors need not reimburse the

Trustee or the Collateral Agent for any expense or indemnify it against any loss or liability to have

been incurred by the Trustee or the Collateral Agent through its own negligence, bad faith or willful

misconduct.

To secure the payment obligations of the Issuer and the Guarantors in this Section

7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected

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by the Trustee except for such money or property held in trust to pay principal of and interest on

particular Notes.  Such lien shall survive the satisfaction and discharge of this Indenture.

The obligations of the Issuer and the Guarantors under this Section 7.07 to

compensate and indemnify the Trustee, the Collateral Agent, each predecessor Trustee and

predecessor Collateral Agent and to pay or reimburse the Trustee, the Collateral Agent, each

predecessor Trustee and each predecessor Collateral Agent for expenses, disbursements and

advances shall be joint and several liabilities of the Issuer and each of the Guarantors and shall

survive the resignation or removal of the Trustee or the Collateral Agent and the satisfaction,

discharge or other termination of this Indenture, including any termination or rejection hereof under

any Bankruptcy Law.

When the Trustee or the Collateral Agent incurs expenses or renders services after an

Event of Default specified in Section 6.01 (7) occurs, the expenses and the compensation for the

services are intended to constitute expenses of administration under any applicable Bankruptcy

Law.

For purposes of this Section 7.07, the term “Trustee” shall include any trustee

appointed pursuant to this Article VII; provided, however, that the negligence, willful misconduct or

bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.  The

provisions of this Section 7.07 shall apply to the Collateral Agent and the Trustee in its capacity as

Paying Agent, Registrar and any other Agent under this Indenture and/or the Notes Security

Documents and shall survive the termination of this Indenture and the resignation or removal of the

Trustee and/or the Collateral Agent in any capacity.

Section 7.08Replacement of Trustee or Collateral Agent.

The Trustee or the Collateral Agent may resign at any time by so notifying the Issuer

and the Guarantors in writing.  The Holders of a majority in principal amount of the outstanding

Notes may remove the Trustee or the Collateral Agent by notifying the Issuer and the removed

Trustee or Collateral Agent, as applicable, in writing and may appoint a successor Trustee or

successor Collateral Agent, as applicable, with the Issuer’s written consent, which consent shall not

be unreasonably withheld.  The Issuer may remove the Trustee or the Collateral Agent at its election

if:

(1)in the case of the Trustee, the Trustee fails to comply with Section 7.10;

(2)the Trustee or the Collateral Agent, as applicable, 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 receiver or other public officer takes charge of the Trustee or its property or

the Collateral Agent or its property, as applicable; or

(4)the Trustee or the Collateral Agent, as applicable, otherwise becomes

incapable of acting.

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If the Trustee or the Collateral Agent resigns or is removed or if a vacancy exists in

the office of Trustee or the Collateral Agent for any reason, the Issuer shall promptly appoint

a successor Trustee or a successor Collateral Agent, as applicable.

If a successor Trustee or successor Collateral Agent does not take office within 30

days after the retiring Trustee or retiring Collateral Agent, as applicable, resigns or is removed, the

retiring Trustee or retiring Collateral Agent, as applicable, the Issuer or the Holders of a majority in

principal amount of the outstanding Notes may petition at the expense of the Issuer any court of

competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent, as

applicable.

If the Trustee fails to comply with Section 7.10, Noteholders holding at least 10% in

principal amount of the Notes may petition any court of competent jurisdiction for the removal of

the Trustee and the appointment of a successor Trustee.

A successor Trustee or successor Collateral Agent shall deliver a written acceptance

of its appointment to the retiring Trustee or retiring Collateral Agent, as applicable, and to the

Issuer.  Immediately following such delivery, the retiring Trustee or retiring Collateral Agent, as

applicable, shall, subject to its rights under Section 7.07, transfer all property held by it as Trustee

or Collateral Agent to the successor Trustee or successor Collateral Agent, as applicable, the

resignation or removal of the retiring Trustee or the retiring Collateral Agent, as applicable, shall

become effective, and the successor Trustee or the successor Collateral Agent, as applicable, shall

have all the rights, powers and duties of the Trustee or the Collateral Agent, as applicable, under

this Indenture.  A successor Trustee or successor Collateral Agent, as applicable, shall mail notice

of its succession to each Noteholder.  Notwithstanding replacement of the Trustee or the Collateral

Agent pursuant to this Section 7.08, the Issuer’s and the Guarantors’ obligations under Section 7.07

shall continue for the benefit of the retiring Trustee or retiring Collateral Agent.

Section 7.09Successor by Consolidation, Merger, etc.

If the Trustee or the Collateral Agent consolidates with, merges or converts into, or

transfers all or substantially all of its corporate trust assets to, another corporation, subject to

Section 7.10, the successor corporation without any further act shall be the successor Trustee or

successor Collateral Agent, as applicable; provided that such entity shall be otherwise qualified and

eligible under this Article VII.

Section 7.10Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation or national banking

association 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 $100.0 million as set forth in its most recent published annual report of condition.

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Section 7.11[Reserved.]

Section 7.12Paying Agents.

The Issuer shall cause each Paying Agent other than the Trustee to execute and

deliver to it and the Trustee an instrument in which such Paying Agent shall agree with the Trustee,

subject to the provisions of this Section 7.12:

(A)that it will hold all sums held by it as agent for the payment of principal of, or

premium, if any, or interest on, the Notes (whether such sums have been paid to it by the

Issuer or by any obligor on the Notes) in trust for the benefit of Holders or the Trustee;

(B)that it will at any time during the continuance of any Event of Default, upon

written request from the Trustee, deliver to the Trustee all sums so held in trust by it together

with a full accounting thereof; and

(C)that it will give the Trustee written notice within three Business Days of any

failure of the Issuer (or by any obligor on the Notes) in the payment of any installment of the

principal of, premium, if any, or interest on, the Notes when the same shall be due and

payable.

ARTICLE VIII.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 8.01Without Consent of Noteholders.

Notwithstanding Section 8.02, the Issuer, the Guarantors and the Trustee and the

Collateral Agent may modify and amend or supplement this Indenture, the Notes, the Note

Guarantees or the First Lien Notes Security Documents without the consent of any Holder for any

of the following purposes:

(1)to cure any ambiguity, omission, defect or inconsistency;

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

(provided that such Notes are in registered form for purposes of Section 163(f) of the Code);

(3)to provide for the assumption of the Issuer’s or any Guarantor’s obligations to

the Holders in the case of a merger or consolidation or sale of all or substantially all of the

Issuer’s or such Guarantor’s assets;

(4)to make, complete or confirm any grant of Collateral permitted or required by

this Indenture or any of the First Lien Notes Security Documents or provide for any release

of Collateral pursuant to the terms of this Indenture or any of the First Lien Notes Security

Documents;

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(5)to add any Guarantor or release any Guarantor from its Note Guarantee if

such release is permitted by the terms of this Indenture;

(6)to conform the text of this Indenture, the Notes, the Note Guarantees or the

First Lien Notes Security Documents to any provision of the “Description of New Notes”

section of the Offering Memorandum;

(7)to provide for the issuance of Additional Notes in accordance with the terms

of this Indenture;

(8)to make any change that would provide any additional rights or benefits to

the Holders or that does not adversely affect the rights under this Indenture of any Holder in

any material respect;

(9)to comply with the rules of any applicable securities depositary;

(10)to evidence and provide for the acceptance of appointment by a successor or

separate Trustee or Collateral Agent with respect to the Notes;

(11)to make any amendment to the provisions of this Indenture relating to the

transfer and legending of Notes; provided, however, that (a) compliance with this Indenture

as so amended would not result in Notes being transferred in violation of the Securities Act

or any other applicable securities law and (b) such amendment does not adversely affect the

rights of Holders to transfer Notes;

(12)to enter into any intercreditor agreement pursuant to this Indenture having

substantially similar terms with respect to the Holders as those set forth in the Intercreditor

Agreement, take as a whole, or any joinder thereto;

(13)in the case of any First Lien Notes Security Document, to include therein any

legend required to be set forth therein pursuant to the Intercreditor Agreement or to modify

any such legend as required by the Intercreditor Agreement;

(14)to provide for the succession of any parties to the First Lien Notes Security

Documents (and other amendments that are administrative or ministerial in nature) in

connection with an amendment, renewal, extension, substitution, refinancing, restructuring,

replacement, supplementing or other modification from time to time of the ABL Credit

Facility or any other agreement that is not prohibited by this Indenture;

(15)secure additional extensions of credit and add additional secured creditors

holding other Fixed Asset Debt so long as such Fixed Asset Debt is not prohibited by the

provisions of this Indenture; or

(16)to add Additional Assets as Collateral.

After an amendment or supplement under this Section 8.01 becomes effective, the

Issuer shall send to the Holders a notice briefly describing the amendment or supplement. Any

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failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair

or affect the validity of any such amendment or supplement.

Section 8.02With Consent of Noteholders.

(a)Except to the extent provided in Section 8.01 and subsections (b) and (c) of this

Section 8.02, this Indenture, the Notes, any Note Guarantee or the First Lien Notes Security

Documents 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 voting as a single class (including,

without limitation, consents obtained in connection with a purchase of, tender offer or exchange

offer for, Notes), and any existing Default or Event of Default or compliance with any provision of

this Indenture, the Notes, any Note Guarantee or the First Lien Notes Security Documents may be

waived with the consent of the Holders of a majority in aggregate principal amount of the then

outstanding Notes voting as a single class (including, without limitation, consents obtained in

connection with a purchase of, tender offer or exchange offer for, Notes).

(b)Notwithstanding subsection (a) of this Section 8.02, without the consent of each

Holder affected thereby, an amendment or waiver may not (with respect to any Note held by a non-

consenting Holder):

(1)reduce the principal amount of Notes issued under this Indenture whose

Holders must consent to an amendment, supplement or waiver;

(2)reduce the principal amount of or change the Maturity Date of any Notes, or

alter the provisions with respect to the redemption of any such Notes other than the

provisions of Sections 4.07 and 4.08 of this Indenture;

(3)reduce the rate of or change the time for payment of interest on any such

Notes (or extend the grace period for the payment of interest under Section 6.01(1));

(4)waive a Default or Event of Default in the payment of principal of or

premium, if any, or interest on any such Notes (except a rescission of acceleration of 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 such Note payable in currency other than that stated in such Note;

(6)modify any of the provisions in this Indenture regarding the waiver of past

Defaults;

(7)amend the contractual right expressly set forth in this Indenture or any Note

of any Holder to institute suit for the enforcement of any payment of principal of, premium,

if any, or interest on such Note on or after the Stated Maturity or Redemption Date of any

such Note;

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(8)release the Issuer or any Guarantor that is a Significant Subsidiary from any

of its obligations under its Note Guarantee or this Indenture otherwise than in accordance

with the terms of this Indenture; or

(9)modify or change any provision of this Indenture affecting the ranking of the

Notes or Note Guarantees in a manner adverse to the Holders.

(c)In addition, without the consent of the Holders of at least 80% in aggregate

principal amount of the Notes then outstanding (including, without limitation, consents obtained in

connection with a purchase of, or tender offer or exchange offer for, the Notes), no amendment,

supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral

from the Liens created pursuant to the First Lien Notes Security Documents (except as permitted by

the terms of this Indenture or the First Lien Notes Security Documents) or changing or altering the

priority of the security interests of the Holders in the Collateral under the Intercreditor Agreement,

(2) make any change in the First Lien Notes Security Documents or the provisions in this Indenture

dealing with the application of proceeds of the Collateral that would adversely affect the Holders in

any material respect, or (3) modify the First Lien Notes Security Documents or the provisions of

this Indenture dealing with Collateral in any manner adverse to the Holders in any material respect

other than in accordance with the terms of this Indenture or the First Lien Notes Security

Documents; provided that (x) if any such amendment, supplement or waiver will only affect one

series of Notes (or less than all series of the Notes) then outstanding under this Indenture, then only

the consent of the Holders of at least 80% in aggregate principal amount of the Notes of such series

then outstanding (including, without limitation, consents obtained in connection with a purchase of,

or tender offer or exchange offer for, such series of the Notes) shall be required.

(d)[Reserved]

(e)It shall not be necessary for the consent of the Holders under this Section

8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient

if such consent approves the substance thereof.

(f)No amendment of, or supplement or waiver to, this Indenture, the Notes, any

Note Guarantee or the First Lien Notes Security Documents shall be permitted to be effected if such

amendment, supplement or waiver is in violation of or inconsistent with the terms of the

Intercreditor Agreement.  No amendment of, or supplement or waiver to the Intercreditor

Agreement shall be permitted to be effected without the consent of the Collateral Agent, the ABL

Collateral Agent and any other Fixed Asset Representative then party thereto, other than pursuant to

the terms thereof.

(g)After an amendment, supplement or waiver under this Section 8.02 becomes

effective, the Issuer shall send to the Holders a notice briefly describing the amendment, supplement

or waiver.  Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in

any way impair or affect the validity of any such amendment, supplement or waiver.

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Section 8.03[Reserved].

Section 8.04Revocation and Effect of Consents.

(a)Until an amendment, supplement, waiver or other action becomes effective, a

consent to it by a Holder is a continuing consent, conclusive and binding upon such Holder and

every subsequent Holder of the same Note or portion thereof, and of any Note issued upon the

transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not

made on any such Note.

(b)The Issuer may, but shall not be obligated to, fix a record date for the purpose

of determining the Holders entitled to consent to any amendment, supplement or waiver.  If a record

date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Noteholders at

such record date (or their duly designated proxies), and only such Persons, shall be entitled to

consent to such amendment, supplement, or waiver or to revoke any consent previously given,

whether or not such Persons continue to be Noteholders after such record date.  No such consent

shall be valid or effective for more than 120 days after such record date unless the consent of the

requisite number of Noteholders has been obtained.

(c)After an amendment, supplement, waiver or other action under Section 8.01

or Section 8.02 becomes effective, it shall bind every Noteholder, unless it makes a change

described in any of clauses (1) through (9) of Section 8.02(b).  In that case the amendment,

supplement, waiver or other action shall bind each Noteholder who has consented to it and every

subsequent Holder of the same Note or portion thereof, and of any Note issued upon the transfer

thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on

any such Note.

Section 8.05Notation on or Exchange of Notes.

If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in

accordance with the specific written direction of the Issuer) shall request the Holder of the Note to

deliver it to the Trustee.  In such case, the Trustee shall place an appropriate notation on the Note

about the changed terms and return it to the Noteholder.  Alternatively, if the Issuer or the Trustee

so determines, the Issuer in exchange for the Note shall issue, the Guarantors shall endorse and,

upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall

authenticate a new Note that reflects the changed terms.  Failure to make the appropriate notation or

issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 8.06Trustee and Collateral Agent to Sign Amendments, etc.

The Trustee and, as applicable, the Collateral Agent, shall sign any amendment,

supplement or waiver authorized pursuant to this Article VIII if the amendment, supplement or

waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and, as

applicable, the Collateral Agent.  If it does adversely affect the rights, duties, liabilities or

immunities of the Trustee or the Collateral Agent, if applicable, the Trustee or the Collateral Agent,

as applicable, may, but need not, sign such amendment, supplement or waiver. The Issuer or the

Guarantors may not sign an amendment, supplement or waiver until its Board of Directors approve

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it.  Notwithstanding anything herein to the contrary, in signing an amendment, supplement or

waiver, the Trustee and, as applicable, the Collateral Agent shall be entitled to receive and, subject

to Section 7.01, shall be fully protected in relying upon an Officer’s Certificate and (other than in

the case of an amendment or supplement for the purpose of adding a Guarantor under this Indenture

in accordance with Section 8.01(5) or to add Additional Assets as Collateral under this Indenture in

accordance with Section 8.01(16)) an Opinion of Counsel stating, in addition to the matters required

by Section 12.04, that the execution of such amendment, supplement or waiver is authorized or

permitted by this Indenture and that such amendment, supplement or waiver is a legal, valid and

binding obligation of the Issuer and the Guarantors party thereto, enforceable against the Issuer and

the Guarantors party thereto in accordance with its terms (subject to customary exceptions).

Guarantors may, but shall not be required to, execute supplemental indentures that do not modify

such Guarantor’s Note Guarantee.

ARTICLE IX.

DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01Discharge of Indenture.

This Indenture and the First Lien Notes Security Documents will be discharged and

will cease to be of further effect as to the Notes and Note Guarantees, and the Trustee and the

Collateral Agent, at the expense of the Issuer, shall execute proper instruments acknowledging

satisfaction and discharge of this Indenture, the First Lien Notes Security Documents, the Notes and

the Note Guarantees, when either:

(1)the Issuer delivers to the Trustee all outstanding Notes issued under this

Indenture (other than (i) Notes which have been mutilated, destroyed, lost or stolen and

which have been replaced or paid as provided in Section 2.08 and (ii) Notes for whose

payment money has theretofore been deposited in trust or segregated and held in trust by the

Issuer and thereafter repaid to the Issuer or discharged from such trust) for cancellation; or

(2)(a) all Notes outstanding under this Indenture not theretofore delivered to the

Trustee for cancellation (I) have become due and payable, whether on the Maturity Date or

as a result of the sending of a notice of redemption, or otherwise (II) will become due and

payable within one year, or (III) are to be called for redemption within one year, under

arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by

the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor

irrevocably deposits or cause to be deposited with the Trustee as funds in trust solely for the

benefit of the Holders, cash in U.S. Dollars, U.S. Government Obligations or a combination

thereof in an amount sufficient to pay the principal of, premium, if any, and accrued and

unpaid interest on the Notes outstanding under this Indenture not theretofore delivered to the

Trustee for cancellation on the Maturity Date or on the applicable Redemption Date, as the

case may be; (b) no Default or Event of Default (other than a Default or Event of Default

resulting from the borrowing of funds to be applied to such deposit and the granting of Liens

in connection therewith) shall have occurred and be continuing on the date of such deposit

or shall occur as a result of such deposit and such deposit shall not result in a breach or

violation of, or constitute a default under, any material instrument to which the Issuer or any

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Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that

resulting from the borrowing of funds to be applied to such deposit and the granting of Liens

in connection therewith); (c) the Issuer or any Guarantor has paid or caused to be paid all

sums payable by the Issuer or any Guarantor under this Indenture; and (d) the Issuer have

delivered (I) irrevocable instructions to the Trustee to apply the deposited money toward the

payment of the Notes on the Maturity Date or the applicable Redemption Date, as the case

may be, and (II) an Officer’s Certificate and an Opinion of Counsel, each stating that all

conditions precedent herein provided relating to the satisfaction and discharge of this

Indenture have been complied with.

The Trustee shall acknowledge satisfaction and discharge of this Indenture on

demand of and at the expense of the Issuer.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of

the Issuer and the Guarantors, as applicable, under Sections 4.01, 4.02, 7.07 and, if money shall

have been deposited with the Trustee pursuant to Section 9.01(2), 9.05 and the obligations of the

Trustee under Sections 9.05, 9.07 and 9.08 shall survive such satisfaction and discharge.

Section 9.02Legal Defeasance.

The Issuer may, at its option and at any time, elect to have all of its obligations and

the obligations of the Guarantors discharged with respect to all outstanding Notes on the date the

conditions set forth in Section 9.04 are satisfied (hereinafter, “Legal Defeasance”).  For this

purpose, such Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have

paid and discharged the entire Indebtedness represented by the outstanding Notes (including the

Note Guarantees), to have cured all then existing Events of Default and to have satisfied all of its

other obligations under such Notes, the Note Guarantees, this Indenture and the First Lien Notes

Security Documents, and to have Liens on the Collateral securing the Notes released (and the

Trustee, on demand of and at the expense of the Issuer, shall, subject to Section 9.06, execute proper

instruments acknowledging the same), except for the following provisions which shall survive until

otherwise terminated or discharged hereunder: 

(1)the rights of the Holders of the outstanding Notes to receive solely from the

trust described in Section 9.04 and as more fully set forth in Section 9.04, payments in

respect of the principal amount of, premium, if any, and interest on such Notes when such

payments are due;

(2)the Issuer’s obligations with respect to such Notes under Sections 2.07, 2.08,

2.11, 4.02 and 9.05;

(3)the rights, powers, trusts, duties, indemnities and immunities of the Trustee

hereunder (including claims of, or payments to, the Trustee under or pursuant to Section

7.07) and the Issuer’s and the Guarantors’ obligations in connection therewith; and

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(4)this Section 9.02. 

Concurrently with any Legal Defeasance, the Issuer may, at its further option, cause

to be terminated, as of the date on which such Legal Defeasance occurs, all of the obligations under

any or all of the Note Guarantees, if any, then existing and obtain the release of the Note Guarantees

of any or all Guarantors.

Subject to compliance with this Article IX (other than Section 9.01), the Issuer may

exercise its option under this Section 9.02 with respect to the Notes notwithstanding the prior

exercise of its option under Section 9.03 with respect to the Notes.

Section 9.03Covenant Defeasance.

The Issuer may, at its option and at any time, elect to have all of its obligations and

the obligations of the Guarantors under Sections 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,

4.13, 4.14, 4.15, 4.16, 11.03, 11.04, 11.05 and 11.06 and clauses (2) through (7) of Section 5.01(a),

released with respect to the Notes on the date the conditions set forth in Section 9.04 are satisfied

(hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be

“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders

(and the consequences of any thereof) in connection with such covenants, but shall continue to be

deemed “outstanding” for all other purposes hereunder (it being understood that Notes shall not be

deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that,

with respect to the Notes, the Issuer and its Restricted Subsidiaries may omit or fail to comply with

and shall have no liability in respect of any term, condition or limitation set forth in any such

covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such

covenant or by reason of any reference in any such covenant to any other provision herein or in any

other document and such omission to comply shall not constitute a Default or an Event of Default

under Section 6.01, but, except as specified above, the remainder of this Indenture, the Notes and

the Note Guarantees shall be unaffected thereby.  In addition, upon the Issuer’s exercise of the

option in this Section 9.03, subject to the satisfaction of the conditions set forth in Section 9.04,

Sections 6.01(3), (4), (5), (6), (7) (solely with respect to a Restricted Subsidiary that is a Significant

Subsidiary and any group of Restricted Subsidiaries that, taken together, would constitute a

Significant Subsidiary), (8) and (9) shall not constitute Events of Default.

Notwithstanding any discharge or release of any obligations under this Indenture

pursuant to Section 9.02 or this Section 9.03, the obligations of the Issuer and the Guarantors, as

applicable, under Sections 7.07, 9.05 and 9.06 and, the obligations of the Trustee under Sections

9.05, 9.07 and 9.08 shall survive such discharge or release.

Section 9.04Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of Section 9.02 or Section 9.03

to the outstanding Notes:

(1)the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit

of the Holders issued under this Indenture, cash in U.S. Dollars, U.S. Government

Obligations or a combination thereof, in such amounts as will be sufficient, in the opinion

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of an Advisory Firm (such opinion shall be delivered to the Trustee, and upon which the

Trustee shall have no liability in relying), to pay the principal, premium, if any, and interest

on the Notes outstanding under this Indenture on the Maturity Date or on the applicable

Redemption Date, as the case may be, and the Issuer must specify whether such Notes are

being defeased to maturity or to a particular Redemption Date;

(2)in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee

an Opinion of Counsel in the United States (upon which the Trustee shall have no liability in

relying) confirming that (a) the Issuer has received from, or there has been published by, the

Internal Revenue Service a ruling or (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 beneficial owners of the Notes outstanding under

this Indenture 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 Covenant Defeasance, the Issuer shall have delivered to the

Trustee an Opinion of Counsel in the United States (upon which the Trustee shall have no

liability in relying) confirming that the beneficial owners of the Notes outstanding under this

Indenture 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 granting of Liens in connection therewith) or

insofar as Events of Default from bankruptcy or insolvency events are concerned, at any

time in the period ending on the 91st day after the date of deposit;

(5)such Legal Defeasance or Covenant Defeasance will not result in a breach or

violation of, or constitute a default under any material agreement or instrument (other than

this Indenture) to which the Issuer or any of the Guarantors is a party or by which the Issuer

or any of the Guarantors is bound (other than that resulting from the borrowing of funds to

be applied to such deposit and the granting of Liens in connection therewith);

(6)the Issuer must deliver to the Trustee an Officer’s Certificate (upon which the

Trustee shall have no liability in relying) stating that the deposit was not made by the Issuer

with the intent of preferring the Holders of Notes issued under this Indenture over the other

creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding

creditors of the Issuer or others; and

(7)the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion

of Counsel upon which the Trustee shall have the right to rely, each stating that all

conditions precedent provided for relating to the Legal Defeasance or the Covenant

Defeasance have been complied with.

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Section 9.05Deposited Money and U.S. Government Obligations To Be Held in Trust.

Subject to Section 9.08, all money and U.S. Government Obligations (including the

proceeds thereof) deposited with the Trustee pursuant to Section 9.01 or Section 9.04, as the case

may be, in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in

accordance with the provisions of such Notes and this Indenture, to the payment, either directly or

through any Paying Agents (including the Issuer or a Guarantor acting as Paying Agent), to the

Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium,

if any, and accrued interest, but such money need not be segregated from other funds except to the

extent required by law.

The Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify

the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government

Obligations deposited pursuant to Section 9.01 or Section 9.04, as the case may be, or the principal,

premium, if any, and interest received in respect thereof other than any such tax, fee or other charge

which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article IX to the contrary notwithstanding, the Trustee shall deliver

or pay to the Issuer from time to time upon a request of the Issuer any money or U.S. Government

Obligations held by it as provided in Section 9.01 or Section 9.04, as the case may be, which, in the

opinion of an Advisory Firm expressed in a written certification thereof delivered to the Trustee, are

in excess of the amount thereof which would then be required to be deposited to effect an equivalent

Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture.

Section 9.06Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money or U.S.

Government Obligations in accordance with Section 9.01, 9.02 or 9.03, as the case may be, by

reason of any order or judgment of any court or governmental authority enjoining, restraining or

otherwise prohibiting such application, then the Issuer’s and each Guarantor’s obligations under this

Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit

had occurred pursuant to this Article IX until such time as the Trustee or such Paying Agent is

permitted to apply all such money or U.S. Government Obligations in accordance with Section 9.01,

9.02 or 9.03, as the case may be; provided that if the Issuer or the Guarantors have made any

payment of principal of, premium, if any, or accrued interest on any Notes because of the

reinstatement of their obligations, the Issuer or the Guarantors, as the case may be, shall be

subrogated to the rights of the Holders of such Notes to receive such payment from the money or

U.S. Government Obligations held by the Trustee or any Paying Agent.

Section 9.07Moneys Held by Paying Agent.

In connection with the satisfaction and discharge of this Indenture, all moneys and

U.S. Government Obligations then held by any Paying Agent under the provisions of this Indenture

shall, upon written demand of the Issuer, be paid or delivered to the Trustee, or if sufficient moneys

and U.S. Government Obligations have been deposited pursuant to Section 9.04, to the Issuer upon

a request of the Issuer (or, if such moneys and U.S. Government Obligations had been deposited by

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the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all

further liability with respect to such moneys.

Section 9.08Moneys Held by Trustee.

Subject to applicable escheat laws, any moneys and U.S. Government Obligations

deposited with the Trustee or any Paying Agent or then held by the Issuer or the Guarantors in trust

for the payment of the principal of, or premium, if any, or interest on any Note that are not applied

but remain unclaimed by the Holder of such Note for two years after the date upon which the

principal of, or premium, if any, or interest on such Note shall have respectively become due and

payable shall be repaid or returned to the Issuer (or, if appropriate, the Guarantors) upon a request

of the Issuer, or if such moneys and U.S. Government Obligations are then held by the Issuer or the

Guarantors in trust, such moneys and U.S. Government Obligations shall be released from such

trust; and the Holder of such Note entitled to receive such payment shall thereafter, as an unsecured

general creditor, look only to the Issuer and the Guarantors for the payment thereof, and all liability

of the Trustee or such Paying Agent with respect to such trust moneys and U.S. Government

Obligations shall thereupon cease.

ARTICLE X.

GUARANTEE OF SECURITIES

Section 10.01Guarantee.

Subject to this Article X, the Guarantors, by execution of this Indenture, jointly and

severally, guarantee to each Holder, the Collateral Agent and to the Trustee (i) the due and punctual

payment of the principal of, premium, if any, and interest on each Note, when and as the same shall

become due and payable, whether on the Maturity Date, by acceleration or otherwise, the due and

punctual payment of interest on the overdue principal of and interest on the Notes, to the extent

lawful, and the due and punctual payment of all other obligations and due and punctual performance

of all obligations of the Issuer to the Holders, the Collateral Agent or the Trustee all in accordance

with the terms of such Note and this Indenture and the First Lien Notes Security Documents

together with all other Obligations and (ii) in the 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, at stated maturity,

by acceleration or otherwise, in each case, to the limitations set forth in Section 10.06.  Each

Guarantor, by execution of this Indenture, agrees that, subject only to the applicable provisions, if

any, of Section 10.06, its obligations hereunder shall be absolute and unconditional, irrespective of

the validity, regularity or enforceability of any such Note or this Indenture, any failure to enforce

the provisions of any such Note or this Indenture, any waiver or consent with respect thereto by the

Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable

discharge of a surety or such Guarantor.  Each Guarantor further agrees that its Note Guarantee

herein constitutes a Guarantee of payment when due (and not a Guarantee of collection).

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Each Guarantor hereby waives (to the extent permitted by law) diligence,

presentment, demand for payment, filing of claims with a court in the event of insolvency or

bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice

with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever,

and covenants that this Guarantee will not be discharged as to any such Note except by payment in

full of the principal thereof and interest thereon.  Each Guarantor hereby agrees that, as between

such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the

maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI for the

purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing

such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any

declaration of acceleration of such obligations as provided in Article VI, such obligations (whether

or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose

of this Guarantee.

The Guarantors shall have the right to seek contribution from any non-paying

Guarantor so long as the exercise of such right does not impair the rights of the Trustee or any

Holder under the Note Guarantees. Each Guarantor that makes a payment under its Note Guarantee

shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a

contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata

portion of such payment based on the respective net assets of all the Guarantors at the time of such

payment determined in accordance with GAAP.

Section 10.02Execution and Delivery of Note Guarantee.

To evidence the Note Guarantee set forth in Section 10.01, each Guarantor hereby

agrees this Indenture (or supplemental indenture in the form of Exhibit G hereto) shall be executed

by either manual, facsimile or electronic (including “.pdf”) signature of an Officer of such

Guarantor. 

Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section

10.01 shall be in full force and effect notwithstanding the absence of the endorsement of any

notation of such Guarantee on the Notes.

If an Officer of a Guarantor whose signature is on this Indenture (or a supplemental

indenture in the form of Exhibit G hereto) no longer holds that office at the time the Trustee

authenticates the Note, such Guarantor’s Guarantee of such Note shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder,

shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the

Guarantor.

Section 10.03Release of Guarantors.

(a)A Note Guarantee of a Subsidiary Guarantor will be unconditionally and

automatically released and discharged upon any of the following:

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(1)any Transfer (including, without limitation, by way of consolidation, merger,

dividend, distribution or otherwise) by such Subsidiary Guarantor to any Person that is not a

Guarantor or the Issuer of all or substantially all of the properties and assets of such

Subsidiary Guarantor, so long as such Transfer is made in accordance with the applicable

provisions of this Indenture and such Subsidiary Guarantor is also released from its

Guarantee and all pledges and security interests granted in connection with Certain Other

Indebtedness;

(2)the designation by the Issuer of such Subsidiary Guarantor as an Unrestricted

Subsidiary in accordance with the applicable provisions of this Indenture;

(3)any Transfer directly or indirectly (including, without limitation, by way of

consolidation, merger, dividend, distribution or otherwise) to any Person that is not a

Guarantor or the Issuer of Equity Interests of such Subsidiary Guarantor or any issuance by

such Subsidiary Guarantor of its Equity Interests, such that such Subsidiary Guarantor

ceases to be a Subsidiary of the Issuer, so long as such Transfer is made for valid business

purposes (other than to release the Note Guarantee) and in accordance with the applicable

provisions of this Indenture and such Subsidiary Guarantor is also released from its

Guarantee and all pledges and security interests granted in connection with Certain Other

Indebtedness;

(4)the merger or consolidation of any Subsidiary Guarantor with and into the

Issuer or another Subsidiary Guarantor that is the surviving Person in such merger or

consolidation, or, subject to compliance with Article V, upon the liquidation of a Subsidiary

Guarantor;

(5)the release or discharge of the Guarantee by, or direct obligation of, such

Subsidiary Guarantor in respect of the Certain Other Indebtedness or any other Indebtedness

that gave rise to such Subsidiary Guarantor’s obligation to provide such Note Guarantee,

except in each case, a release or discharge by, or as a result of, payment under such

Obligation or Guarantee, but only if the Liens on Collateral of such Subsidiary Guarantor

are also substantially concurrently released pursuant to the terms of any other ABL

Obligations and Fixed Asset Obligations;

(6)upon payment in full of the principal of, accrued and unpaid interest and

premium (if any) on the Notes; or

(7)upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge

of this Indenture in accordance with Article IX.

(b)A Note Guarantee of a Subsidiary Guarantor also will be automatically released upon

the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or

security interest securing the Notes or other exercise of remedies in respect thereof in accordance

with the Intercreditor Agreement.

(c)The Note Guarantees of Holdings will be released (i) if the Issuer exercises its Legal

Defeasance option or Covenant Defeasance option as described under Article IX, (ii) if the Issuer’s

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Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge

of this Indenture as described in Article IX; through redemption or repurchase of all the Notes;

through repayment in full of the Notes; or otherwise) in accordance with the terms of this Indenture

or (iii) if there is a release or discharge of such Guarantee by, or direct obligation of, Holdings of

the obligations under Certain Other Indebtedness, except a discharge or release by or as a result of

payment in connection with the enforcement of remedies under such Guarantee or direct obligation.

(d)No such release or discharge of a Note Guarantee of a Guarantor shall be effective

against the Trustee or the Holders to which such Note Guarantee relates until the Issuer shall have

delivered to the Trustee an Officer’s Certificate, upon which the Trustee shall have the right to rely,

stating that all conditions precedent provided for in this Indenture relating to such transactions have

been complied with. At the request of the Issuer, and upon being provided an Officer’s Certificate,

the Trustee shall execute and deliver an instrument evidencing such release.

(e)If the Note Guarantee of any Guarantor is deemed to be released or is automatically

released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the

released Guarantor, the basis for release in reasonable detail, and that such release complies with

this Indenture. At the request of the Issuer, and upon delivery to the Trustee of an Officer’s

Certificate that a Guarantor has been released and that execution by the Trustee of an appropriate

instrument evidencing the release of such Guarantor from its Guarantee complies with this

Indenture, the Trustee shall execute any documents reasonably requested by either the Issuer or a

Guarantor in order to evidence the release of such Guarantor from its obligations under its

Guarantee endorsed on the Notes and under this Article X (it being understood that the failure to

obtain any such instrument shall not impair any automatic release pursuant to this Section 10.03).

Section 10.04Waiver of Subrogation.

Each Guarantor hereby irrevocably waives any claim or other rights which it may

now or hereafter acquire against the Issuer that arise from the existence, payment, performance or

enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including,

without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any

right to participate in any claim or remedy of any Holder against the Issuer, whether or not such

claim, remedy or right arises in equity, or under contract, statute or common law, including, without

limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other

property or by set-off or in any other manner, payment or Note on account of such claim or other

rights.  If any amount shall be paid to any Guarantor in violation of the preceding sentence and the

Notes shall not have been paid in full, such amount shall have been deemed to have been paid to

such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall

forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the

Notes, whether matured or unmatured, in accordance with the terms of this Indenture.  Each

Guarantor acknowledges that it will receive direct and indirect benefits from the financing

arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.04 is

knowingly made in contemplation of such benefits.

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Section 10.05[Reserved].

Section 10.06Limitation on Guarantor’s Liability; Certain Foreign Guarantor

Considerations.

(a)Each Guarantor, and by its acceptance hereof, each Holder and the Trustee, hereby

confirm that it is the intention of all such parties that the Guarantee of a Guarantor does not

constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform

Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or

state or other applicable law.  To effectuate the foregoing intention, the Trustee, each Holder and

each Guarantor hereby irrevocably agree that the obligations of a Guarantor under its Note

Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent

and fixed liabilities of such Guarantor, result in the obligations of such Guarantor not constituting

such a fraudulent transfer or conveyance.

ARTICLE XI.

COLLATERAL AND SECURITY

Section 11.01Collateral.

(a)The due and punctual payment of the principal of, premium, if any, and interest on

the Notes, when and as the same shall become due and payable, whether on the Maturity Date, by

acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and

interest on the Notes, to the extent lawful, and the due and punctual performance of all Obligations

of the Issuer and the Guarantors to the Holders, the Trustee and/or the Collateral Agent, in

accordance with the terms of the Notes, this Indenture, the Note Guarantees and the First Lien Notes

Security Documents, shall be secured, according to the terms hereunder or thereunder, by a Lien on

the Collateral on an equal and ratable basis with any other Fixed Asset Obligations, subject to

Permitted Liens and the terms of the Intercreditor Agreement, as provided in this Indenture and the

First Lien Notes Security Documents, and will be secured by all of the Collateral pledged pursuant

to the First Lien Notes Security Documents hereafter delivered as required or permitted by this

Indenture and the First Lien Notes Security Documents, and subject to the terms thereof. The Issuer

and the Guarantors, for the benefit of the Holders, hereby appoints U.S. Bank Trust Company,

National Association as the initial Collateral Agent, and the Collateral Agent and the Trustee are

hereby authorized and directed to execute and deliver the First Lien Notes Security Documents to

which it is a party. Each Holder by its acceptance of any Notes and the Note Guarantees thereof,

irrevocably consents and agrees to such appointment. The Collateral Agent shall have the

privileges, powers and immunities set forth in this Indenture and the First Lien Notes Security

Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or

the First Lien Notes Security Documents, the duties of the Collateral Agent shall be ministerial and

administrative in nature and the Collateral Agent shall not be deemed to have any trust or other

fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor. Without limiting

the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference

to the Collateral Agent is not intended to connote any fiduciary or other implied (or express)

obligations arising under agency doctrine of any applicable law. Instead, such term is used merely

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as a matter of market custom, and is intended to create or reflect only an administrative relationship

between independent contracting parties.

(b)Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and

agrees to the terms of the First Lien Notes Security Documents (including, without limitation, the

provisions providing for foreclosure and release of Collateral and the automatic amendments,

supplements, consents, waivers and other modifications thereto without the consent of the Holders)

as the same may be in effect or may be amended from time to time in accordance with their terms

and this Indenture and authorizes and directs the Collateral Agent and the Trustee, as applicable, to

enter into the First Lien Notes Security Documents on the Issue Date, and, at any time after the

Issue Date, if applicable, any intercreditor agreement in respect of Junior Indebtedness (any such

agreement, in customary market form (as reasonably determined by the Issuer as set forth in an

Officer’s Certificate delivered to the Trustee and the Collateral Agent) that neither contravenes nor

is prohibited by this Indenture and other Indebtedness secured by any Collateral or the Intercreditor

Agreement and otherwise in form and substance reasonably acceptable to the Collateral Agent), and

any joinders to the foregoing, to which it is a party, at any time after the Issue Date, if applicable, to

perform its obligations and exercise its rights thereunder in accordance therewith.

(c)The Trustee and each Holder, by accepting the Notes and the Note Guarantees,

acknowledges that, as more fully set forth in the First Lien Notes Security Documents, the

Collateral as hereafter constituted shall be held for the benefit of all the Holders and the Trustee and

the Collateral Agent, and that the Lien of this Indenture and the First Lien Notes Security

Documents in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified

and limited in all respects by the First Lien Notes Security Documents and actions that may be

taken thereunder.

Section 11.02Maintenance of Collateral.

The Issuer and the Domestic Guarantors shall maintain and preserve the Collateral;

provided that the Issuer and the Domestic Guarantors may dispose of Collateral to the extent not

otherwise prohibited by this Indenture. Except as would not, individually or in the aggregate,

reasonably be expected to have a material adverse effect on (a) the ability of the Issuer and the

Domestic Guarantors (taken as a whole) to perform their respective obligations hereunder or under

the First Lien Notes Security Documents, to the extent party thereof, or (b) on the rights and

remedies of the Holders under this Indenture or the First Lien Notes Security Documents, the Issuer

and the Domestic Guarantors shall pay all real estate and other taxes (except such as are being

contested in good faith by appropriate negotiations or proceedings), and use commercially

reasonable efforts to maintain in full force and effect insurance in amounts (after giving effect to

self-insurance), and that insures against such losses and risks, as are reasonable for the type and size

of the business conducted by the Issuer and the Domestic Guarantors.

Section 11.03Further Assurances.

(a)On or following the Issue Date and subject to the limitations and exceptions set forth

in the First Lien Notes Security Documents and this Indenture (including with respect to Excluded

Assets), the Issuer and the Domestic Guarantors shall execute, deliver and file, as appropriate any

and all further documents, financing statements (including continuation statements and amendments

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to financing statements), agreements and instruments, and take all further actions that may be

required under applicable law, in order to grant, preserve, protect and perfect the validity and

priority of the security interests and Liens created or intended to be created by the First Lien Notes

Security Documents in the Collateral subject to the exceptions set forth in this Indenture and First

Lien Notes Security Documents; provided that for so long as there are any other outstanding Fixed

Asset Obligations, no actions shall be required to be taken with respect to the perfection of the

security interest in the Collateral to the extent such actions are not required to be taken, and have

not been taken, with respect to the Fixed Asset Documents for such other Fixed Asset Obligations.

In addition, to the extent required under this Indenture or any of the First Lien Notes Security

Documents, from time to time, the Issuer and the Domestic Guarantors will reasonably promptly

secure the obligations under this Indenture and First Lien Notes Security Documents by pledging or

creating, or causing to be pledged or created, perfected security interests and Liens with respect to

the Collateral to the extent required by this Indenture and/or the First Lien Notes Security

Documents; provided that for so long as there any outstanding Fixed Asset Obligations, no actions

shall be required to be taken with respect to the pledging of Collateral or creation of security

interests in the Collateral to the extent such actions are not required to be taken, and have not been

taken, with respect to the Fixed Asset Documents for such other Fixed Asset Obligations.

(b)Neither the Collateral Agent nor the Trustee undertakes any responsibility

whatsoever to determine whether any of the foregoing covenants have been satisfied, and neither

shall have any liability whatsoever arising out of the failure of the Issuer or any of the Guarantors to

satisfy such requirements.

Section 11.04After-Acquired Collateral.

From and after the Issue Date, and subject to the limitations and exceptions set forth

in the First Lien Notes Security Documents and this Indenture (including with respect to Excluded

Assets), upon the acquisition by any of the Issuer or the Domestic Guarantors of any assets (other

than Excluded Assets), including, but not limited to, any Material Real Property, that qualifies as

Collateral, that, in any such case, form part of the Collateral, the Issuer or such Domestic Guarantor

shall execute and deliver and file, as applicable (i) with regard to real property that qualifies as

Collateral, the items described under Section 11.05 within 90 days of the date of acquisition of the

applicable asset or as soon as practicable thereafter using commercially reasonable efforts and

(ii) with regard to any other after-acquired property that qualifies as Collateral, the Issuer or such

Domestic Guarantor shall execute, file and deliver, to the extent required by this Indenture and/or

the First Lien Notes Security Documents, any information, documentation, financing statements or

other certificates and opinions of counsel as may be necessary to vest in the Collateral Agent a

perfected security interest, with the priority required by this Indenture and the First Lien Notes

Security Documents, subject only to Permitted Liens and the perfection exceptions (as provided in

the First Lien Notes Security Documents), in such after-acquired property and to have such after-

acquired property added to the Collateral, and thereupon all provisions of this Indenture and the

First Lien Notes Security Documents relating to the Collateral shall be deemed to relate to such

after-acquired property to the same extent and with the same force and effect.

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Neither the Collateral Agent nor the Trustee undertakes any responsibility

whatsoever to determine whether any of the foregoing covenants have been satisfied, and neither

shall have any liability whatsoever arising out of the failure of the Issuer or any of the Guarantors to

satisfy such requirements.

Section 11.05Real Estate Mortgages and Filings.

With respect to any fee interest in any Premises owned by the Issuer or a Guarantor

organized in a U.S. jurisdiction on the Issue Date or acquired by the Issuer or a Guarantor organized

in a U.S. jurisdiction after the Issue Date that forms a part of the Collateral (but specifically

excluding Excluded Assets), the Issuer shall, subject to the terms of the Intercreditor Agreement:

(1)within 90 days of the Issue Date (or as soon as practicable thereafter using

commercially reasonable efforts) or within 90 days of the date of acquisition (or as soon as

practicable thereafter) using commercially reasonable efforts, deliver, or cause to be delivered,

Mortgages (and other documentation and instruments referred to in clause (5) of this Section 11.05)

(with respect to Material Real Properties only), pledge supplements, security agreement

supplements and other security agreements, as necessary or as specified by and in form reasonably

satisfactory to the Collateral Agent (consistent with the First Lien Notes Security Documents),

securing payment of all the Obligations of the Issuer or applicable Guarantor, as the case may be,

under this Indenture and constituting Liens on all such properties;

(2)within 90 days of the Issue Date (or as soon as practicable thereafter using

commercially reasonable efforts) or within 90 days of the date of acquisition (or as soon as

practicable thereafter using commercially reasonable efforts), take, and cause such Subsidiary that is

not an Excluded Subsidiary to take, whatever action (including, without limitation, the delivery of

Mortgages (with respect to Material Real Properties only), the filing of UCC financing statements,

the giving of notices and delivery of stock and membership interest certificates) may be necessary

(or reasonably requested by the Collateral Agent) to vest in the Collateral Agent to grant a valid and

subsisting Liens on the properties purported to be subject to the Mortgages, pledge supplements and

security agreements delivered pursuant to this Indenture and/or First Lien Notes Security

Documents, in each case, to the extent required under this Indenture and/or First Lien Notes

Security Documents and subject to the perfection exceptions (as provided in the First Lien Notes

Security Documents), enforceable against all third parties in accordance with their terms;

(3)within 90 days after the request of Holders of at least a majority in principal

amount of First Lien Notes (or as soon as practicable thereafter using commercially reasonable

efforts), deliver to the Trustee and the Collateral Agent, a signed copy of one or more opinions,

addressed to such party, of counsel for the Issuer reasonably acceptable to such party as is

customary, covering the enforceability and other customary matters related to the Mortgages and

opinions of counsel in the jurisdiction within which the applicable Premises is situated;

(4)within 90 days of the Issue Date (or as soon as practicable thereafter using

commercially reasonable efforts) or within 90 days of the date of acquisition (or as soon as

practicable thereafter using commercially reasonable efforts), deliver to the Trustee and Collateral

Agent with respect to each Material Real Property owned in fee by a Subsidiary that is the subject

of such request, title reports in commercially reasonable scope and form, fully paid American Land

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Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other

form available in the applicable jurisdiction in form, with endorsements and in amounts, as are

commercially reasonable (not to exceed the value of the Material Real Properties covered thereby)

and surveys that are in the possession of the Issuer or Guarantor as applicable, as of the Issue Date

or applicable acquisition date; and

(5)at any time and from time to time, promptly execute and deliver any and all

further instruments and documents and take all such other action as are necessary or as the

Collateral Agent in its reasonable judgment may request in obtaining the full benefits of, or in

perfecting and preserving the Liens of, such guarantees, Mortgages, pledge supplements and

security agreements.

Neither the Collateral Agent nor the Trustee undertakes any responsibility

whatsoever to determine whether any of the foregoing covenants have been satisfied, and neither

shall have any liability whatsoever arising out of the failure of the Issuer or any of the Guarantors to

satisfy such post-closing requirements.

Section 11.06Negative Pledge.

The Issuer and each Domestic Guarantor will not, and the Issuer will not permit any of its

Restricted Subsidiaries to, further pledge the Collateral as security or otherwise, subject to

Permitted Liens. The Issuer, however, subject to compliance by the Issuer with the Section 4.09 and

Section 4.13, has the ability under this Indenture to issue Additional Notes, which may be secured

by the Collateral.

Section 11.07Release of Liens on the Collateral.

(a)The Issuer and the Guarantors are entitled to the releases of property and other assets

included in the Collateral from the Liens securing the Notes and the related Note Guarantees, as

applicable, under any one or more of the following circumstances:

(1)in whole, upon payment in full of the principal of, together with accrued and

unpaid interest and premium, if any, on, such series of Notes and all other related

Obligations under this Indenture, the Note Guarantees and the First Lien Notes Security

Documents that are due and payable at or prior to the time such principal, together with

accrued and unpaid interest and premium, if any, are paid;

(2)in whole, upon satisfaction and discharge of this Indenture in accordance with

Article IX;

(3)in whole, upon a legal defeasance or covenant defeasance with respect to

such series as set forth under Article IX;

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(4)in whole or in part, as to any asset constituting Collateral, in accordance with,

and as expressly provided for under, the First Lien Notes Security Documents and this

Indenture;

(5)with the consent of Holders of at least 662⁄3% in aggregate principal amount

of such series of Notes, including, without limitation, consents obtained in connection with a

tender offer or exchange offer for, or purchase of, such series of Notes as provided under

Section 8.02;

(6)as to the property and assets of a Subsidiary Guarantor that is released from

its Note Guarantee in accordance with Section 10.03;

(7)in part, as to any property or assets constituting Collateral, to enable the

Issuer and/or Guarantors to consummate the disposition of such property or other assets to a

Person that is not the Issuer or a Guarantor to the extent not prohibited by Section 4.08;

(8)as to any property or assets that are Excluded Assets;

(9)in connection with any enforcement action taken by the Collateral Agents (as

defined in the Intercreditor Agreement) in accordance with the terms of the Intercreditor

Agreement; and

(10)as described under Article VIII hereof.

(b)[Reserved].

(c)If required by this Indenture, upon delivery by the Issuer or such Guarantor to the

Trustee of a form of release accompanied by an Officer’s Certificate that such release is permitted

under the terms of the Indenture and the First Lien Notes Security Documents, as applicable, the

Trustee and the Collateral Agent shall execute, deliver or acknowledge (at the Issuer’s expense)

such instruments or releases to evidence the release of any Collateral permitted to be released

pursuant to this Indenture or the First Lien Notes Security Documents and shall do or cause to be

done (at the Issuer’s expense) all acts reasonably requested of them to release such Lien as soon as

is reasonably practicable. Neither the Trustee nor the Collateral Agent shall be liable for any such

release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term

hereof or in any First Lien Notes Security Document to the contrary, the Trustee and the Collateral

Agent shall not be under any obligation to release any such Lien and security interest, or execute

and deliver any such instrument of release, satisfaction or termination, unless and until it receives

such Officer’s Certificate.

Section 11.08Authorization of Actions to be Taken by the Trustee or the Collateral Agent

under the First Lien Notes Security Documents.

(a)Subject to the provisions of Article VII of this Indenture and the provisions of the

First Lien Notes Security Documents, each of the Trustee or the Collateral Agent may (but shall in

no event be required to), in its sole discretion and without the consent of the Holders, on behalf of

the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of its rights

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or any of the rights of the Holders under the First Lien Notes Security Documents and (ii) collect

and receive any and all amounts payable in respect of the Collateral in respect of the obligations of

the Issuer and the Domestic Guarantors hereunder and thereunder. Subject to the provisions of the

First Lien Notes Security Documents, the Trustee or the Collateral Agent shall have the power, but

not the obligation, to institute and to maintain such suits and proceedings as it may deem expedient

to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the

First Lien Notes Security Documents or this Indenture, and such suits and proceedings as the

Trustee or the Collateral Agent may deem expedient to preserve or protect its interest and the

interests of the Holders in the Collateral.

(b)None of the Collateral Agent, Trustee, Paying Agent, Registrar, such other agent nor

any of their respective officers, directors, employees, attorneys or agents will be responsible or

liable for the existence, genuineness, value or protection of any Collateral (except the custody of

Collateral in its possession using the same care it provides for its own possessory collateral and the

accounting for monies actually received), for the legality, enforceability, effectiveness or

sufficiency of the First Lien Notes Security Documents, or for the creation, perfection, priority,

sufficiency or protection of any Liens or any defect or deficiency. Neither the Trustee nor the

Collateral Agent shall be liable or responsible for any loss or diminution in value of any of the

Collateral, including, without limitation, by reason of the act or omission of any carrier, forwarding

agency or other agent or bailee selected by the Trustee or the Collateral Agent, as applicable, in

good faith. The Trustee and the Collateral Agent shall be permitted to use overnight carriers to

transmit possessory collateral and shall not be liable for any items lost or damaged in transit.  In

addition, none of the foregoing will have any duties or responsibilities or obligations other than

those expressly assumed by it in this Indenture and the First Lien Notes Security Documents and

will not be required to take any action that is contrary to applicable law or any provision of this

Indenture or any of the First Lien Notes Security Documents.

Section 11.09Information Regarding Collateral.

(a)The Issuer will furnish to the Collateral Agent, with respect to the Issuer or any

Domestic Guarantor, prompt written notice following any change in such Person’s (1) legal name,

(2) jurisdiction of organization or formation or (3) identity or corporate structure, in each case,

within 30 days of such change. Promptly upon the occurrence of any of the foregoing, the Issuer

and the Domestic Guarantors will make all filings under the UCC and any other applicable laws that

are required by this Indenture and/or the First Lien Notes Security Documents in order for the

Collateral to be perfected subject to the Lien of the Collateral Agent under this Indenture and/or the

First Lien Notes Security Documents in the manner and to the extent required by this Indenture or

any of the First Lien Notes Security Documents, and shall take all necessary action so that such

Lien is perfected with the same priority as immediately prior to such change to the extent required

by this Indenture and/or the First Lien Notes Security Documents.

(b)The Issuer shall deliver to the Trustee and the Collateral Agent an Officer’s

Certificate attaching supplemental schedules required under the First Lien Notes Security

Documents.

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Section 11.10First Lien Notes Security Documents.

The provisions in this Indenture relating to Collateral are subject to the provisions of

the First Lien Notes Security Documents. The Issuer, the Domestic Guarantors, the Trustee and the

Collateral Agent acknowledge and agree to be bound by the provisions of the Notes First Lien

Security Documents.

Section 11.11Collateral Agent.

Notwithstanding anything else to the contrary herein, whenever reference is made in

this Indenture or the First Lien Notes Security Documents to any discretionary action by, consent,

designation, specification, requirement or approval of, notice, request or other communication from,

or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the

Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of

satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or

not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall

be fully justified in failing or refusing to take any such action under this Indenture or the First Lien

Notes Security Documents if it shall not have received such written instruction, advice or

concurrence of the Holders of a majority of an aggregate principal amount of the applicable series

of Notes.

ARTICLE XII.

MISCELLANEOUS

Section 12.01Currency Indemnity.

The U.S. Dollar is the sole currency (the “Required Currency”) of account and

payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes,

this Indenture and the Guarantees, including damages. Any amount with respect to the Notes, this

Indenture or the Guarantees received or recovered in a currency other than the Required Currency,

whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in

the winding-up or dissolution of the Issuer or any Guarantor or otherwise by any Holder or by the

Trustee, Collateral Agent or Paying Agent, in respect of any sum expressed to be due to it from the

Issuer or any Guarantor will only constitute a discharge to the Issuer or such Guarantor to the extent

of the Required Currency amount which the recipient is able to purchase with the amount so

received or recovered in that other currency on the date of that receipt or recovery (or, if it is not

practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If that Required Currency amount is less than the Required Currency amount

expressed to be due to the recipient or the Trustee, Collateral Agent or Paying Agent under the

Notes, the Issuer and each Guarantor will indemnify such recipient and/or the Trustee, Collateral

Agent or Paying Agent against any loss sustained by it as a result. In any event, the Issuer and each

Guarantor will indemnify the recipient against the cost of making any such purchase. For the

purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated

therein, for the Holder of a Note or the Trustee, Collateral Agent or Paying Agent to certify in a

manner satisfactory to the Issuer (indicating the sources of information used) the loss it incurred in

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making any such purchase. These indemnities constitute a separate and independent obligation from

the Issuer’s and each Guarantor’s other obligations, will give rise to a separate and independent

cause of action, will apply irrespective of any waiver granted by any Holder of a Note or the

Trustee, Collateral Agent or Paying Agent (other than a waiver of the indemnities set out herein)

and will continue in full force and effect despite any other judgment, order, claim or proof for a

liquidated amount in respect of any sum due under any Note or to the Trustee or Collateral Agent.

For the purposes of determining the amount in a currency other than the Required Currency, such

amount shall be determined using the relevant currency exchange rate then in effect.

Section 12.02Notices.

Except for notice or communications to Holders, any notice or communication shall

be given if in writing and delivered in person or mailed by first class mail (registered or certified,

return receipt requested), fax or overnight air courier guaranteeing next day delivery, addressed as

follows, or given electronically:

If to the Issuer or any Guarantor:

Cooper-Standard Automotive Inc.

40300 Traditions Drive

Northville, Michigan 48168

Attention:  Chief Legal Officer

Email: maryann.kanary@CooperStandard.com

With copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Facsimile: (212) 455-2502

Attention:  Kenneth B. Wallach, Sunny Cheong and Catherine Ciriello

E-mail: kwallach@stblaw.com; scheong@stblaw.com;

catherine.ciriello@stblaw.com

If to the Trustee or the Collateral Agent:

U.S. Bank Trust Company, National Association

100 Wall Street, Suite 600

New York, New York 10005

Attention: Global Corporate Trust Services

E-mail: shannon.matthews@usbank.com

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The Issuer, the Guarantors, the Trustee or the Collateral Agent by written notice to

the others may designate additional or different addresses for subsequent notices or

communications.

All notices and communications (other than those sent to Holders) shall be deemed

to have been duly given at the time delivered by hand, if personally delivered; five (5) calendar days

after mailing if sent by first class mail, postage prepaid (except that a notice of change of address

shall not be deemed to have been given until actually received by the addressee); when receipt

acknowledged, if faxed; on the first date on which the publication is made, if given by publication;

the next Business Day after timely delivery to the courier, if sent by overnight air courier

guaranteeing next day delivery; and at the time sent, if given electronically. Notice otherwise given

in accordance with the procedures of the Depository will be deemed given on the date sent to the

Depository.

Each of the Trustee and the Collateral Agent shall accept and act upon instructions,

directions, reports, notices and other communications or information pursuant to this Indenture sent

by unsecured electronic transmissions (including email and .pdf attachments); provided that (i)

neither the Trustee nor the Collateral Agent shall have any duty or obligation to verify or confirm

that the Person sending instructions, directions, reports, notices or other communications or

information by electronic transmission is, in fact, a Person authorized to give such instructions,

directions, reports, notices or other communications or information on behalf of the party purporting

to send such electronic transmission; and neither the Trustee nor the Collateral Agent shall have any

liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of

such reliance upon or compliance with such instructions, directions, reports, notices or other

communications or information and (ii) each other party agrees to assume all risks arising out of the

use of electronic methods to submit instructions, directions, reports, notices or other

communications or information to the Trustee and the Collateral Agent, including the risk of the

Trustee or the Collateral Agent acting on unauthorized instructions, notices, reports or other

communications or information, and the risk of interception and misuse by third parties.

Any notice or communication to a Holder shall be mailed by first class mail, certified

or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to

its address shown on the register kept by the Registrar.  Any notice or communication shall also be

so mailed to any Person to the extent required by the rules of any applicable securities depositary. 

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its

sufficiency with respect to other Holders.  Where this Indenture or any Note provides for notice of

any event (including any notice of redemption or repurchase) to a Holder of a Global Note (whether

by mail or otherwise), such notice shall be sufficiently given if given to the Depository (or its

designee) pursuant to the standing instructions from the Depository or its designee, including by

electronic mail in accordance with applicable Depository procedures.

If a notice or communication to a Holder is mailed in the manner provided above, it

shall be deemed duly given, whether or not the addressee receives it.

In case by reason of the suspension of regular mail service, or by reason of any other

cause, it shall be impossible to mail any notice as required by this Indenture, then such method of

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notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of

such notice.

Notwithstanding anything herein to the contrary, any notice to the Trustee shall be

deemed given when actually received. 

Section 12.03Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect

to their rights under this Indenture or the Notes.  The Issuer, the Guarantors, the Trustee, the

Registrar, each Agent and anyone else shall have the protection of TIA § 312(c).

Section 12.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer or any Guarantor to the Trustee or the

Collateral Agent to take any action under this Indenture and/or the First Lien Notes Security

Documents, as applicable, such Issuer or such Guarantor, as the case may be, shall furnish to the

Trustee or the Collateral Agent, as applicable (except in the case of any such application or request

as to which the furnishing of such document is specifically required by any provision of this

Indenture relating to such particular application or request, no additional certificate or opinion need

be furnished):

(1)an Officer’s Certificate (which shall include the statements set forth in

Section 12.05 below) stating that, in the opinion of the signers, all conditions precedent and

covenants, if any, provided for in this Indenture relating to the proposed action have been

complied with; and

(2)an Opinion of Counsel (which shall include the statements set forth in Section

12.05 below) stating that, in the opinion of such counsel, all such conditions precedent and

covenants have been complied with.

Section 12.05Statements Required in Certificate and Opinion.

Each certificate and opinion with respect to compliance by or on behalf of the Issuer

or any Guarantor with a condition or covenant provided for in this Indenture (other than a certificate

provided pursuant to Section 4.05) and/or the First Lien Notes Security Documents, as applicable

shall 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, it or he has made such

examination or investigation as is necessary to enable it or him to express an informed

opinion as to whether or not such covenant or condition has been complied with (and, in the

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case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to

matters of fact); and

(4)a statement as to whether or not, in the opinion of such Person, such covenant

or condition has been complied with.

Section 12.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or meetings of Noteholders. 

The Registrar and Paying Agent may make reasonable rules for their functions.

Section 12.07Business Days; Legal Holidays.

A “Business Day” is a day that is not a Legal Holiday.  A “Legal Holiday” is a

Saturday, a Sunday or other day on which commercial banks in The City of New York, the State of

New York or at the place of payment in respect of the Notes are not required to be open.  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 for the intervening

period.

Section 12.08Governing Law; Submission to Jurisdiction.

This Indenture, the Notes and the Note Guarantees shall be governed by and

construed in accordance with the laws of the State of New York. Each of the parties hereto

hereby irrevocably submits to the jurisdiction of any New York State court sitting in the

Borough of Manhattan in the City of New York or any federal court sitting in the Borough of

Manhattan in the City of New York in respect of any suit, action or proceeding arising out of

or relating to this Indenture, any Note Guarantee and the Notes, and irrevocably accepts for

itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid

courts.

Section 12.09No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan, security or debt

agreement of Holdings, the Issuer or any Subsidiary thereof.  No such indenture, loan, security or

debt agreement may be used to interpret this Indenture.

Section 12.10Successors.

All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall

bind their respective successors.  All agreements of the Trustee, any additional trustee and any

Agents in this Indenture shall bind its successor.

Section 12.11Multiple Counterparts.

The parties may sign multiple counterparts of this Indenture.  Each signed

counterpart shall be deemed an original, but all of them together represent one and the same

agreement.  The exchange of copies of this Indenture and of signature pages by facsimile or PDF

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constitute effective execution and delivery of this Indenture as to the parties hereto and may be used

in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by

facsimile or PDF shall be deemed to be their original signatures for all purposes.  The words

“execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this

Indenture or any document to be signed in connection with this Indenture shall be deemed to

include electronic signatures and/or DocuSign, deliveries or the keeping of records in electronic

form, each of which shall be of the same legal effect, validity or enforceability as a manually

executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as

the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder

by electronic means.

Section 12.12Table of Contents, Headings, etc.

The table of contents, cross-reference sheet 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 hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.13Separability.

Each provision of this Indenture shall be considered separable and if for any reason

any provision which is not essential to the effectuation of the basic purpose of this Indenture or the

Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the

remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14Waiver of Jury Trial.

THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE COLLATERAL

AGENT, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF,

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES

OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section 12.15Force Majeure.

In no event shall the Trustee or the Collateral Agent be responsible or liable for any

failure or delay in the performance of its obligations hereunder arising out of or caused by, directly

or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,

accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or

acts of God, and interruptions, loss or malfunctions of utilities, communications or computer

(software and hardware) services; it being understood that the Trustee or the Collateral Agent shall

use reasonable efforts which are consistent with accepted practices in the banking industry to

resume performance as soon as practicable under the circumstances.

-150-

Section 12.16Trust Indenture Act.

The Issuer and the Guarantors shall not be required to qualify this Indenture under

the Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act,

the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act term used in this Indenture has the following

meaning:

“obligor” on the Notes of any series and the Note Guarantees means the Issuer and

the Guarantors, respectively, and any successor obligor upon the Notes of such series and

the Note Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act,

defined by Trust Indenture Act reference to another statute or defined by the Commission rule under

the Trust Indenture Act have the meanings so assigned to them.

Section 12.17U.S.A. Patriot Act.

The Issuer and the Guarantors 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 request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.

[Signature Pages Follow]

[Signature Page to First Lien Notes Indenture]

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

executed all as of the date and year first written above.

COOPER-STANDARD AUTOMOTIVE INC.,

as Issuer

By: /s/ Jonathan P. Banas

Name:Jonathan P. Banas

Title:Executive Vice President and

Chief Financial Officer

[Signature Page to First Lien Notes Indenture]

GUARANTORS:

CSA SERVICES INC.

COOPER-STANDARD FHS LLC

COOPER-STANDARD CANADA HOLDINGS LLC

CS INTERMEDIATE HOLDCO 1 LLC

COOPER-STANDARD AUTOMOTIVE FLUID

SYSTEMS MEXICO HOLDING LLC

By: /s/ Jonathan P. Banas

Name:  Jonathan P. Banas

Title:  President

NISCO HOLDING COMPANY

By: /s/ Jonathan P. Banas

Name:  Jonathan P. Banas

Title:  Vice President

COOPER-STANDARD LATIN AMERICA B.V.

By: /s/ James C. Zabriskie

Name: James C. Zabriskie

Title: Attorney

COOPER-STANDARD INDUSTRIAL AND

SPECIALTY GROUP, LLC

By: /s/ James C. Zabriskie

Name:  James C. Zabriskie

Title:  Treasurer

[Signature Page to First Lien Notes Indenture]

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee and as Collateral Agent

By: /s/ Shannon Matthews

Name:  Shannon Matthews

Title:  Assistant Vice President

1 Rule 144A Note CUSIP/ISIN: 216762 AK0/ US216762AK06

Regulation S Note CUSIP/ISIN: U20608 AH5/ USU20608AH57

A-1-1

EXHIBIT A

[FORM OF NOTE]

COOPER-STANDARD AUTOMOTIVE INC.

9.250% SENIOR SECURED FIRST LIEN NOTES DUE 2031

[Insert Global Note Legend, if applicable]

[Insert Private Placement Legend, if applicable]

No. [  ]CUSIP No. [          ]1

ISIN No. [          ]

$[          ]

[as revised by the Schedule of Exchanges

of Interests in Global Note attached hereto]

COOPER-STANDARD AUTOMOTIVE INC., an Ohio corporation (the

“Issuer”), for value received promises to pay to [                      ][CEDE & CO.] or registered

assigns the principal sum [of $[                 ]][set forth in the Schedule of Exchanges of

Interests in Global Note attached hereto] on March 1, 2031.

Interest Payment Dates:		May 15 and November 15, commencing on November 15, 2026.
R ecord Dates:	May 1 and November 1 (whether or not a Business Day).

Reference is made to the further provisions of this Note contained herein, which will for all

purposes have the same effect as if set forth at this place.

A-1-2

IN WITNESS WHEREOF, the Issuer has caused this Note to be signed

manually, by facsimile or electronically (including “.pdf”) by its duly authorized officer.

COOPER-STANDARD AUTOMOTIVE INC.

By:

Name:

Title:

Dated:

A-1-3

Certificate of Authentication

This is one of the 9.250% Senior Secured First Lien Notes due 2031 referred to

in the within-mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,

as Trustee

By:

Dated: 

A-1-4

[FORM OF REVERSE OF NOTE]

COOPER-STANDARD AUTOMOTIVE INC.

9.250% SENIOR SECURED FIRST LIEN NOTES DUE 2031

1.Interest.  Cooper-Standard Automotive Inc., an Ohio corporation (the

“Issuer”), promises to pay interest on the principal amount set forth on the face hereof at a rate

of 9.250% per annum in cash (“Interest”).  Interest hereon will accrue from and including the

most recent date to which interest has been paid or, if no interest has been paid, from and

including March 4, 2026 to but excluding the date on which interest is paid.  Interest shall be

payable in arrears on each May 15 and November 15, commencing on November 15, 2026, or

if any such day is not a Business Day, on the next succeeding Business Day (each, an

“Interest Payment Date”) and no interest on such payment will accrue in respect of the delay. 

Interest will be computed on the basis of a 360-day year comprising twelve 30-day months,

and in the case of an incomplete month, the number of actual days elapsed.  The Issuer shall

pay interest on overdue principal and on overdue interest (to the extent lawful) at the rate

borne by the Notes.

2.Method of Payment.  The Issuer will pay interest hereon (except

defaulted interest) to the Persons who are registered Holders at the close of business on May 1

or November 1, as the case may be, immediately preceding the Interest Payment Date

(whether or not a Business Day).  Interest may be paid by check mailed to the Holder entitled

thereto at the address indicated on the register maintained by the Registrar for the Notes;

provided that all payments of principal and interest and premium, if any, with respect to the

Notes represented by one or more Global Notes will be made in accordance with the

Depository’s applicable procedures. The Issuer will pay principal and Interest in U.S. Dollars.

Holders must surrender Notes to a Paying Agent to collect principal payments.

3.Paying Agent and Registrar.  Initially, U.S. Bank Trust Company,

National Association (the “Trustee”) will act as a Paying Agent and Registrar.  The Issuer

may change any Paying Agent or Registrar without notice.  The Issuer or any of the Restricted

Subsidiaries may act as Paying Agent or Registrar.

4.Indenture.  The Issuer issued the Notes under an Indenture, dated as of

March 4, 2026 (the “Indenture”), among the Issuer, the Guarantors, the Trustee and the

Collateral Agent.  This is one of an issue of Notes of the Issuer issued, or to be issued, under

the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are

subject to all such terms, and Holders are referred to the Indenture for a statement of them. 

Capitalized and certain other terms used herein and not otherwise defined have the meanings

set forth in the Indenture. To the extent any provision of this Note conflicts with the express

provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

A-1-5

5.Optional Redemption.

At any time prior to March 1, 2028, the Issuer may, at its option, on any one or

more occasions redeem up to 35% of the aggregate principal amount of Notes issued under

the Indenture, including any Additional Notes issued after the Issue Date, upon not less than

10 nor more than 60 days’ notice, at a redemption price equal to 109.250% of the principal

amount of the Notes redeemed, with an amount of cash no greater than the cash proceeds (net

of underwriting discounts and commissions) of all Equity Offerings to the extent such cash

proceeds are received by or contributed to the Issuer since the Issue Date, plus accrued and

unpaid interest, if any, to but excluding the applicable Redemption Date; provided that:

(1)at least 65% (calculated without giving effect to any issuance of

Additional Notes) of the original aggregate principal amount of Notes issued under the

Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains

outstanding immediately after the occurrence of such redemption; and

(2)each such redemption occurs within 120 days of the date of the closing

of each such Equity Offering.

In addition, prior to March 1, 2028, the Issuer may, at its option, redeem the

Notes on any one or more occasions, in whole or in part, at a redemption price equal to 100%

of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the

Make-Whole Redemption Date, plus the applicable Make-Whole Premium (a “Make-Whole

Redemption”). The Issuer shall notify the Trustee of the Make-Whole Premium on or before

the applicable Redemption Date, and the Trustee shall have no responsibility for verifying or

otherwise for such calculation.

In addition, at any time and from time to time prior to March 1, 2028, the

Issuer may at its option redeem during each 12-month period commencing with the Issue Date

up to 10.0% of the aggregate principal amount of the Notes including any Additional Notes

issued after the Issue Date, at a redemption price equal to 103.000% of the aggregate principal

amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the Notes

redeemed to, but excluding, the applicable Redemption Date.

On or after March 1, 2028, the Issuer may, at its option, redeem the Notes on

any one or more occasions, in whole or in part, upon not less than 10 nor more than 60 days’

notice, at the redemption prices (expressed as percentages of principal amount) set forth

below, plus accrued and unpaid interest, if any, on the Notes redeemed to but excluding the

applicable Redemption Date, if redeemed during the periods indicated below:

Period	Percentage
March 1, 2028 to February 28, 2029	104.625%
March 1, 2029 to February 28, 2030	102.313%
March 1, 2030 and thereafter	100.000%

A-1-6

Unless the Issuer 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. The Issuer may provide in such notice that payment of the redemption

price and performance of the Issuer’s obligations with respect to such redemption may be

performed by another Person.

Notwithstanding the foregoing, in connection with any tender offer, if Holders

of not less than 90% in aggregate principal amount of the outstanding Notes validly tender

and do not withdraw such Notes in such tender offer and the Issuer, or any third party making

such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not

withdrawn by such Holders, the Issuer or such third party will have the right upon not less

than 10 nor more than 60 days’ prior notice, given not more than 60 days following the

effective date of such tender offer, to redeem (with respect to the Issuer) or purchase (with

respect to a third party) all Notes that remain outstanding following such purchase at a price

equal to the price offered to each other Holder in such tender offer (which may be less than

par and shall exclude any early tender premium and any accrued and unpaid interest paid to

any Holder in such tender offer payment) plus, to the extent not included in the tender offer

payment, accrued and unpaid interest, if any, thereon, to but excluding the Redemption Date

or purchase date, subject to the right of Holders of record on the relevant record date to

receive interest due on the relevant Interest Payment Date falling on or prior to the

Redemption Date or purchase date. In determining whether the Holders of at least 90% of the

aggregate principal amount of the then outstanding Notes have validly tendered and not

validly withdrawn Notes in a tender offer, Change of Control Offer, Offer or Advance Offer,

as applicable, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by

an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the

purposes of such tender offer, Change of Control Offer, Offer or Advance Offer, as

applicable.

In addition, the Issuer and its Affiliates may acquire Notes at any time and

from time to time by means other than a redemption, whether by tender offer, open market

purchases, negotiated transactions or otherwise, in accordance with applicable securities laws,

so long as such acquisition does not otherwise violate the terms of the Indenture.

Notwithstanding the foregoing, the payment of accrued but unpaid interest in

connection with any redemption of Notes is subject to the rights of a Holder on a record date

for the payment of interest whose Notes are to be redeemed on or after such record date but on

or prior to the related Interest Payment Date to receive interest on such Interest Payment Date.

6.Offers To Purchase.  The Indenture provides that upon the occurrence

of a Change of Control or an Asset Disposition and subject to further limitations and

exceptions contained therein, the Issuer may be required to make an offer to purchase

outstanding Notes in accordance with the procedures set forth in the Indenture. Except as set

forth in Sections 4.07 and 4.08 of the Indenture, the Issuer is not required to make any

mandatory redemption or sinking fund payments with respect to the Notes. 

A-1-7

7.Denominations, Transfer, Exchange.  The Notes are in registered form

without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess

thereof.  A Holder may transfer or exchange Notes in accordance with the Indenture.  The

Registrar and the Trustee may require a Holder, among other things, to furnish appropriate

endorsements and transfer documents and the Issuer or the Trustee may require a Holder to

pay any taxes and fees required by law or permitted by the Indenture.  The Registrar or the

Issuer need not register the transfer of or exchange any Notes or portion of a Note selected for

redemption, or register the transfer of or exchange any Notes for a period of 15 days before a

selection of Notes to be redeemed.

8.Persons Deemed Owners.  The registered Holder of this Note may be

treated as the owner of this Note for all purposes.

9.Unclaimed Money.  Subject to applicable escheat laws, if money for

the payment of principal or interest remains unclaimed for two years, the Trustee will pay the

money back to the Issuer at its written request.  After that, Holders entitled to the money must

look to the Issuer and the Guarantors for payment as general unsecured creditors unless an

“abandoned property” law designates another Person.

10.Amendment, Supplement, Waiver, Etc.  The Indenture, the Notes or the

Note Guarantees may be amended or supplemented as provided in the Indenture.

11.Restrictive Covenants.  The Indenture imposes certain limitations on

the ability of the Issuer and its Restricted Subsidiaries to, among other things, consummate

Asset Dispositions, Incur Indebtedness or issue shares of Disqualified Stock or Preferred

Stock, create or Incur Liens, make certain Investments and other Restricted Payments, enter

into consensual restrictions upon the payment of certain dividends and distributions by the

Restricted Subsidiaries that are not Guarantors, enter into or permit certain transactions with

Affiliates or consolidate, merge or sell all or substantially all of the assets of the Issuer and its

Restricted Subsidiaries.  The Indenture also limits the activities of Parent and Holdings.  Such

limitations are subject to a number of important qualifications and exceptions.  Pursuant to

Section 4.05 of the Indenture, the Issuer must annually report to the Trustee on compliance

with such limitations.

13.Defaults and Remedies.  The Events of Default relating to the Notes are

defined in Section 6.01 of the Indenture. Upon the occurrence of an Event of Default relating

to the Notes, the rights and obligations of the Issuer, the Guarantors, the Trustee, the

Collateral Agent and the Holders shall be as set forth in the applicable provisions of the

Indenture.

14.No Recourse Against Others.  No past, present or future director,

officer, employee, manager, member, partner, incorporator or stockholder of the Issuer or of

any Subsidiary or any Parent Entity (other than the Issuer in respect of the Notes and each

Guarantor in respect of its Note Guarantee), as such, shall have any liability for any

A-1-8

obligations of the Issuer or the Guarantors under the Notes, the Indenture, the First Lien Notes

Security Documents or the Note Guarantees or for any claim based on, in respect of, or by

reason of, such obligations or their creation.  Each Holder by accepting a Note waives and

releases all such liability.

15.Guarantees.  The Notes will be entitled to the benefits of certain Note

Guarantees made for the benefit of the Holders.  Reference is hereby made to the Indenture

for a statement of the respective rights, limitations of rights, duties and obligations thereunder

of the Guarantors, the Trustee, the Collateral Agent and the Holders.

17.Security.  The Notes shall be secured by Liens on the Collateral on an

equal and ratable basis with any Fixed Asset Obligations, subject to Permitted Liens, on the

terms and conditions set forth in the Indenture and the First Lien Notes Security Documents.

The Collateral Agent holds a Lien in the Collateral for the benefit of the Trustee and the

Holders, in each case, pursuant to the First Lien Notes Security Documents.

18.Maturity Date. The Notes will mature on March 1, 2031 (the “Maturity

Date”).

19.Authentication.  This Note shall not be valid until the Trustee manually,

by facsimile or electronically (including “.pdf”) signs the certificate of authentication on the

other side of this Note.

20.Governing Law.  THIS NOTE SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

21.Abbreviations.  Customary abbreviations may be used in the name of a

Holder or an assignee, such as:  TEN COM (=  tenants in common), TENANT (= 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).

22.CUSIP and ISIN numbers.  Pursuant to a recommendation promulgated

by the Committee on Uniform Security Identification Procedures, the Issuer has caused

CUSIP and ISIN numbers and/or similar numbers to be printed on the Notes and the Trustee

may use CUSIP and ISIN numbers and/or similar numbers in notices of redemption as a

convenience to Holders.  No representation is made as to the accuracy of such numbers either

as printed on the Notes or as contained in any notice of redemption and reliance may be

placed only on the other identification numbers placed thereon.

The Issuer shall furnish to any Holder upon written request and without charge

a copy of the Indenture.  Requests may be made to:

Cooper-Standard Automotive Inc.

40300 Traditions Drive

Northville, Michigan 48168

Attention:  Chief Legal Officer

A-1-9

Email: maryann.kanary@CooperStandard.com

A-1-10

ASSIGNMENT

I or we assign and transfer this Note to: 

(Insert assignee’s social security or tax I.D. number)

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

and irrevocably appoint

Agent to transfer this Note on the books of the Issuer.  The Agent may substitute another to

act for him.

Date:Your Signature:

(Sign exactly as your name appears on

the other side of this Note)

Signature Guarantee:______________________________

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting

the requirements of the Registrar, which requirements include membership or participation in

the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature

guarantee program” as may be determined by the Registrar in addition to, or in substitution

for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-1-11

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Issuer

pursuant to Section 4.07 or Section 4.08 of the Indenture, check the appropriate box:

Section 4.07Section 4.08

If you want to have only part of the Note purchased by the Issuer pursuant to

Section 4.07 or Section 4.08 of the Indenture, state the amount you elect to have purchased:

$

($2,000 or any integral multiple

thereof; provided that the part not

purchased must be at least $1,000)

Date:

Your Signature:___________________________________

(Sign exactly as your name appears on the

face of this Note)

Signature Guaranteed

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting

the requirements of the Registrar, which requirements include membership or participation in

the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature

guarantee program” as may be determined by the Registrar in addition to, or in substitution

for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

* Insert in Global Securities only.

A-1-12

Schedule of Exchanges of Interests in Global Note2

The initial outstanding principal amount of this Global Note is $[      ]. The

following exchanges of a part of this Global Note for an interest in another Global Note or for

a Physical Note, or exchanges of a part of another Global Note or Physical Note for an interest

in this Global Note, have been made:

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

B-1

EXHIBIT B

[FORM OF PRIVATE PLACEMENT LEGEND]

Any Restricted Note authenticated and delivered hereunder shall bear a legend

(which would be in addition to any other legends required in the case of a Global Note or a

Note issued with original issue discount) in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT

OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF

ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY 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 SUCH TRANSACTION IS EXEMPT

FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS

SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND

ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED

SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,

PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT

IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE

ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE

OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR

ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY

PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40

DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE

DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)

WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED

IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO

THE ISSUER 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 UNDER THE SECURITIES ACT (“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 UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE

EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES

ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY

SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) or (E) TO REQUIRE

THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER

B-2

INFORMATION SATISFACTORY TO EACH OF THEM. [IN THE CASE OF

REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF

REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE

ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN

OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE

SECURITIES ACT.]

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE

DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) THE

HOLDER IS NOT ACQUIRING OR HOLDING THIS SECURITY FOR OR ON BEHALF

OF, AND NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR

HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT

PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT

INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL

RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO

SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED

(THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL,

NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH

PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF

AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE

“PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE

ACQUISITION, HOLDING AND SUBSEQUENT DISPOSITION OF THIS SECURITY

BY THE HOLDER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED

TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE

OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

C-1

EXHIBIT C

[FORM OF LEGEND FOR GLOBAL NOTE]

Any Global Note authenticated and delivered hereunder shall bear a legend

(which would be in addition to any other legends required in the case of a Restricted Note or a

Note issued with original issue discount) in substantially the following form:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A

DEPOSITORY OR A NOMINEE OF A DEPOSITORY.  THIS NOTE IS NOT

EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER

THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED

CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS

NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE

DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE

DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE

DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES

DESCRIBED IN THE INDENTURE. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK

CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF

TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS

REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY

PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED

BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR

OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS

WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,

HAS AN INTEREST HEREIN.

D-1

Exhibit D

[FORM OF LEGEND FOR REGULATION S NOTE]

Any Regulation S Note authenticated and delivered hereunder shall bear a

legend (which would be in addition to any other legends required in the case of a Restricted

Note) in substantially the following form:

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS

NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.

PERSON, AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN

ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

E-1

Exhibit E

FORM OF CERTIFICATE OF TRANSFER

Cooper-Standard Automotive Inc.

40300 Traditions Drive

Northville, Michigan 48168

U.S. Bank Trust Company, National Association

60 Livingston Avenue, 2nd Floor

St. Paul, MN 55107

Facsimile: (651) 495-8146

Attention: Corporate Trust, DWAC UNIT

Re: Cooper-Standard Automotive Inc.

Re:9.250% Senior Secured First Lien Notes due 2031

(CUSIP _____________)

(ISIN _______________)

Reference is hereby made to the Indenture, dated as of March 4, 2026 (as amended or

supplemented from time to time with respect to the Notes, the “Indenture”), by and among

Cooper-Standard Automotive Inc. (the “Issuer”), the Guarantors and U.S. Bank Trust

Company, National Association, as trustee and collateral agent.  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 a Rule 144A

Global Note or a Physical Note pursuant to Rule 144A.  The Transfer is being effected

pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933,

as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies

that the beneficial interest or Physical Note is being transferred to a Person that the Transferor

reasonably believed and believes is purchasing the beneficial interest or Physical Note for its

E-2

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 Physical Note will be subject

to the restrictions on transfer enumerated in the Private Placement Legend printed on the Rule

144A Global Note and/or the Physical Note and in the Indenture and the Securities Act.

2.Check if Transferee will take delivery of a beneficial interest in a Regulation S

Global Note or a Physical 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.  Upon consummation of the

proposed transfer in accordance with the terms of the Indenture, the transferred beneficial

interest or Physical 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 Physical Note

and in the Indenture and the Securities Act.

3.Check and complete if Transferee will take delivery of a beneficial interest in

the Global Note or a Physical 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

Physical Notes and pursuant to and in accordance with the Securities Act and any applicable

blue sky securities laws of any state of the United States, and accordingly the Transferor

hereby further certifies that (check one):

(a)  such Transfer is being effected pursuant to and in accordance with

Rule 144 under the Securities Act;

or

(b)  such Transfer is being effected to the Issuer or a Subsidiary thereof;

E-3

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 pursuant to an exemption from the

registration requirements of the Securities Act other than Rule 144A, Rule 144 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 Physical Notes and the requirements of the

exemption claimed, which certification is supported by, if such Transfer is in respect

of a principal amount of Notes at the time of transfer of less than $250,000, 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

Physical Note will be subject to the restrictions on transfer enumerated in the Private

Placement Legend printed on the Global Note and/or the Physical 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 an Unrestricted Physical 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 Physical

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 Physical Notes and in

the Indenture.

(b)Check if Transfer is pursuant to Regulation S.  (i)  The Transfer

is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the

Securities Act and in compliance with the transfer restrictions contained in the Indenture and

any applicable blue sky securities laws of any state of the United States and (ii) the

restrictions on transfer contained in the Indenture and the Private Placement Legend are not

required in order to maintain compliance with the Securities Act.  Upon consummation of the

E-4

proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial

interest or Physical 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 Physical

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 Physical

Note will not be subject to the restrictions on transfer enumerated in the Private Placement

Legend printed on the Restricted Global Notes or Restricted Physical Notes and in the

Indenture.

(d)Check if Transfer is pursuant to an Effective Registration

Statement.  (i)  The Transfer is being effected pursuant to and in compliance with an

effective registration statement under the Securities Act and any applicable blue sky securities

laws of any State of the United States and in compliance with the prospectus delivery

requirements of the Securities Act 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 Physical Note will not be subject

to the restrictions on transfer enumerated in the Private Placement Legend printed on the

Restricted Global Notes or Restricted Physical Notes and in the Indenture.

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

and the benefit of the Issuer.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

E-5

ANNEX A TO CERTIFICATE OF TRANSFER

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

[CHECK ONE]

(a)  a beneficial interest in a:

(i)  Rule 144A Global Note (CUSIP ______) (ISIN ______), or

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

(b)  a Restricted Physical Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)   a beneficial interest in the:

(i)  Rule 144A Global Note (CUSIP _______) (ISIN ______), or

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

(iii)  Unrestricted Global Note (CUSIP ______) (ISIN ______), or

(b)  a Restricted Physical Note; or

(c)  an Unrestricted Physical Note,

in accordance with the terms of the Indenture.

F-1

EXHIBIT F

FORM OF CERTIFICATE OF EXCHANGE

Cooper-Standard Automotive Inc.

40300 Traditions Drive

Northville, Michigan 48168

U.S. Bank Trust Company, National Association

60 Livingston Avenue, 2nd Floor

St. Paul, MN 55107

Facsimile: (651) 495-8146

Attention: Corporate Trust, DWAC UNIT

re: Cooper-Standard Automotive Inc.

Re:9.250% Senior Secured First Lien Notes due 2031

(CUSIP______________)

(ISIN _______________)

Reference is hereby made to the Indenture, dated as of March 4, 2026 (as amended or

supplemented from time to time with respect to the Notes, the “Indenture”), by and among

Cooper-Standard Automotive Inc. (the “Issuer”), the Guarantors and U.S. Bank Trust

Company, National Association, as trustee and collateral agent.  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 Physical Notes or Beneficial Interests in a Restricted

Global Note for Unrestricted Physical 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

F-2

transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions

applicable to the Global Notes and pursuant to and in accordance with the United States

Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer

contained in the Indenture and the Private Placement Legend are not required in order to

maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted

Global Note is being acquired in compliance with any applicable blue sky securities laws of

any state of the United States.

(b)Check if Exchange is from Restricted Physical Note to

beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s

Exchange of a Restricted Physical 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 Physical 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.

(c)Check if Exchange is from Restricted Physical Note to

Unrestricted Physical Note.  In connection with the Owner’s Exchange of a Restricted

Physical Note for an Unrestricted Physical Note, the Owner hereby certifies (i) the

Unrestricted Physical 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 Physical 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

Physical Note is being acquired in compliance with any applicable blue sky securities laws of

any state of the United States.

2.Exchange of Restricted Physical Notes for Restricted Physical Notes or Beneficial

Interests in Restricted Global Notes.

(a)Check if Exchange is from Restricted Physical Note to

beneficial interest in a Restricted Global Note.  In connection with the Exchange of the

Owner’s Restricted Physical Note for a beneficial interest in the [CHECK ONE] __ Rule

144A Global Note, __Regulation S 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

F-3

transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global

Note and in the Indenture and the Securities Act.

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

and the benefit of the Issuer.

[Insert Name of Owner]

By:

Name:

Title:

Dated: ________________

G-1

EXHIBIT G

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of

, among (the “Guaranteeing Subsidiary”), a subsidiary of Cooper-

Standard Automotive Inc. (or its permitted successor), an Ohio corporation (the “Issuer”) and

U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as collateral

agent (the “Collateral Agent”) under the Indenture referred to below. 

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors party thereto, the Trustee and the

Collateral Agent are parties to an indenture, dated as of March 4, 2026 (the “Indenture”),

providing for the issuance of the Issuer’s 9.250% Senior Secured First Lien Notes due 2031

(the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the

Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture

pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the

Issuer’s obligations under the Notes and the Indenture on the terms and conditions set forth

herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee and

Collateral Agent are authorized to execute and deliver this Supplemental Indenture to amend

or supplement the Indenture without the consent of any Holder. 

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 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 Indenture including but not limited to Article X thereof. 

3.EXECUTION AND DELIVERY.  The Guaranteeing Subsidiary agrees

that the Note Guarantee shall remain in full force and effect notwithstanding the absence of

the endorsement of any notation of such Note Guarantee on the Notes.

G-2

4.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY

AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW

YORK. 

5.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.  The words “execution,” “signed,” “signature,” “delivery,” and

words of like import in or relating to this Supplemental Indenture or any document to be

signed in connection with this Supplemental Indenture shall be deemed to include electronic

signatures, deliveries or the keeping of records in electronic form, each of which shall be of

the same legal effect, validity or enforceability as a manually executed signature, physical

delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the

parties hereto consent to conduct the transactions contemplated hereunder by electronic

means. 

6.EFFECT OF HEADINGS.  The Section headings herein are for

convenience only and shall not affect the construction hereof. 

7.THE TRUSTEE AND THE COLLATERAL AGENT.  Neither the

Trustee nor the Collateral Agent shall 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 Issuer. 

G-3

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: ___________

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

COOPER-STANDARD AUTOMOTIVE INC.

By:

Name:

Title:

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,

as Trustee and as Collateral Agent

By:

Name:

Title: