8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2016

CENVEO, INC.

(Exact Name of Registrant as Specified in Charter)

COLORADO	1-12551	84-1250533
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 FIRST STAMFORD PLACE
STAMFORD, CT		06902
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (203) 595−3000
	Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

[ ] Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

[ ] Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))

Item 1.01Entry into a Material Definitive Agreement.

On June 10, 2016, Cenveo Corporation (the “Company”), a wholly-owned subsidiary of Cenveo, Inc. (“Parent”), closed on its exchange offer (the “Exchange Offer”) whereby approximately 80% of its outstanding 11.500% Senior Notes due 2017 were exchanged for newly issued 6.000% senior notes due 2024 (the “New Notes”) and warrants (the “Warrants”) to purchase shares of common stock, par value $0.01 per share, of Parent (“Common Stock”), representing in the aggregate 16.6% of the outstanding Common Stock, and certain related refinancing transactions. Parent is a holding company and holds all of the capital stock of the Company.

The New Notes were issued pursuant to an Indenture, dated as of June 10, 2016 (the “Indenture”), among the Company, Parent, the other guarantors party thereto and The Bank of New York Mellon (“BNY Mellon”), as trustee.  The New Notes will mature on May 15, 2024.  The interest on the New Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2016.  The New Notes and the related guarantees are the Company’s and the guarantors’ senior unsecured obligations.  The New Notes are fully and unconditionally guaranteed on a senior basis by Parent and by certain of its existing and future U.S. subsidiaries and, under certain circumstances, certain of its future Canadian subsidiaries.  As such, the New Notes rank pari passu with the Company’s and the guarantors’ existing and future senior indebtedness, senior to the Company’s and the guarantors’ future indebtedness that is expressly subordinated to the New Notes, effectively junior to the Company’s and the guarantors’ existing and future indebtedness that is secured by liens to the extent of the value of the collateral securing such indebtedness and structurally subordinated to all of the existing and future liabilities, including trade payables, of the Company’s subsidiaries that do not guarantee the New Notes. The Indenture contains a number of covenants which, among other things, restrict, subject to certain exceptions, Parent’s ability and the ability of the Company and the other subsidiaries of Parent to incur additional indebtedness; declare or pay dividends, redeem stock or make other distributions to shareholders; purchase or prepay subordinated indebtedness; make investments; create liens or use assets as security in other transactions; merge or consolidate, or sell, transfer, lease or dispose of all or substantially all of the Company’s assets; and engage in transactions with affiliates. The Indenture also contains certain customary affirmative covenants. The indebtedness evidenced by the New Notes may be accelerated upon the occurrence of events of default under the Indenture, which are customary for securities of this nature. Copies of the Indenture and the form of guarantee are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The Warrants were issued pursuant to a Warrant Agreement, dated as of June 10, 2016 (the “Warrant Agreement”), between Parent and Computershare Trust Company, N.A., as warrant agent. Each Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price of $1.50 per share, subject to mandatory cashless exercise provisions. The number of shares for which a Warrant may be exercised and the exercise price are subject to adjustment in certain events. The Warrants will be exercisable at any time prior to their expiration on June 10, 2024. A copy of the Warrant Agreement is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Warrants, Parent and Allianz Global Investors U.S. LLC (“Allianz”) entered into a Warrant Registration Rights Agreement, dated as of June 10, 2016 (the “Registration Rights Agreement”), pursuant to which Parent has agreed to file a shelf registration statement covering the resale of the Warrants and the shares of Common Stock to be issued upon exercise of the Warrants. Under the Registration Rights Agreement, Parent is obligated to cause to be filed such shelf registration agreement on or prior to November 21, 2016 and to use its commercially reasonable efforts to have such registration statement declared effective within 60 days after the initial date of filing thereof, and to keep such shelf registration statement effective until the earlier of (i) the fifth anniversary of the effective date of the shelf registration statement and (ii) the date all transfer restricted securities covered by the shelf registration statement have been sold as contemplated in the shelf registration statement. If Parent fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay liquidated damages to the holders of the Warrants under certain circumstances. A copy of the Registration Rights Agreement is filed as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Concurrent with the Exchange Offer, the Company entered into Amendment No. 4, dated as of June 10, 2016 (the “ABL Amendment”), to its Credit Agreement, dated as of April 16, 2013, among the Company, Parent, the lenders

named therein and from time to time party thereto, Bank of America, N.A. (“Bank of America”), as administrative agent, issuing bank and swingline lender, and the other agents named therein, as amended by Amendment No. 1 thereto, dated as of December 11, 2013, Amendment No. 2 thereto, dated as of June 10, 2014, Amendment No. 3 thereto, dated as of January 30, 2015, and that certain Increasing Lender Agreement, dated February 4, 2015. The ABL Amendment, among other things, extends the term of the Company’s asset-based revolving credit facility (the “ABL Facility”) through 2021 and reduces the commitments thereunder by $50 million to $190 million. The ABL Facility now matures in June 2021, with a springing maturity of May 2019 ahead of the Company’s existing 6.000% senior priority secured notes due August 2019 (the “6.000% Notes”) in the event that more than $10.0 million of the 6.000% Notes remain outstanding at such time. A copy of the ABL Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Concurrent with the Exchange Offer, the Company also entered into a secured Indenture and Note Purchase Agreement, dated as of June 10, 2016 (the “Indenture and Note Purchase Agreement”), with certain affiliates of or funds managed by Allianz (collectively, the “Purchasers”), pursuant to which the Company issued new secured notes to the Purchasers in an aggregate principal amount of $50.0 million (the “New Secured Notes”), the proceeds of which have been applied to reduce the outstanding principal amount under the ABL Facility. The New Secured Notes mature in December 2021, with a springing maturity of May 2019 ahead of the 6.000% Notes. The New Secured Notes bear interest at 4% per annum, payable quarterly in arrears on the last day of March, June, September and December in each year, commencing September 30, 2016, and are secured by the same collateral that secures the ABL Facility, the 6.000% Notes and the Company’s 8.500% junior priority secured notes due 2022 (the “8.500% Notes”).  With respect to the ABL Facility, the New Secured Notes rank junior with respect to all collateral up to a certain maximum principal amount of the ABL Facility.  With respect to the 6.000% Notes, the New Secured Notes rank junior with respect to notes priority collateral and senior with respect to ABL Facility priority collateral.  With respect to the 8.500% Notes, the New Secured Notes rank senior with respect to all collateral. Such ranking of the New Secured Notes with respect to the 6.000% Notes and the 8.500% Notes is the same ranking that the ABL Facility has with such notes. The Indenture and Note Purchase Agreement contains a number of covenants which, among other things, restrict, subject to certain exceptions, Parent’s ability and the ability of the Company and the other subsidiaries of Parent to incur additional indebtedness; declare or pay dividends, redeem stock or make other distributions to shareholders; purchase or prepay certain specified indebtedness; dispose of the Company’s assets; make investments; grant liens on the Company’s assets; merge or consolidate or transfer certain assets; and engage in transactions with affiliates. The Indenture and Note Purchase Agreement also contains certain customary affirmative covenants. A copy of the Indenture and Note Purchase Agreement is filed as Exhibit 4.5 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 13, 2016, Parent issued a press release announcing the foregoing, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The foregoing descriptions of the Indenture, and the related guarantees, the Warrant Agreement, the Registration Rights Agreement, the Indenture and Note Purchase Agreement and the ABL Amendment are qualified in their entirety by reference to the complete text of the Indenture, and the related guarantees, the Warrant Agreement, the Registration Rights Agreement, the Indenture and Note Purchase Agreement and the ABL Amendment, respectively, as well as (i) the Intercreditor Agreement, dated as of June 10, 2016, among the Company, Parent, certain other subsidiaries of Parent that become party thereto from time to time as guarantors, Bank of America, as administrative agent for the holders of the senior priority obligations, and BNY Mellon, as collateral agent for the holders of the junior priority obligations, (ii) Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, among the Company, Parent, certain other subsidiaries of Parent as guarantors, Bank of America, as administrative agent for the holders of the revolving credit obligations, BNY Mellon, as collateral agent for the holders of the 2016 secured notes obligations, and BNY Mellon, as collateral agent for the holders of the fixed asset obligations, and (iii) Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, among the Company, Parent, certain other subsidiaries of Parent as guarantors, Bank of America, as administrative agent for the holders of the revolving credit obligations, BNY Mellon, as collateral agent for the holders of the 2016 secured notes obligations, BNY Mellon as collateral agent for the holders of the senior priority fixed asset obligations, and BNY Mellon, as collateral agent for the holders of the junior priority obligations, copies of which are filed as Exhibits 4.6, 4.7 and 4.8, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01    Financial Statements and Exhibits

(d)       Exhibits.

Exhibit No.	Description
4.1	Indenture, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., the other guarantors party thereto and The Bank of New York Mellon, as trustee, relating to the 6.000% Senior Notes due 2024.
4.2	Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 6.000% Senior Notes due 2024 (included in Exhibit D to Exhibit 4.1).
4.3	Warrant Agreement, dated as of June 10, 2016, between Cenveo, Inc. and Computershare Trust Company, N.A., as warrant agent.
4.4	Warrant Registration Rights Agreement, dated as of June 10, 2016, between Cenveo, Inc. and Allianz Global Investors U.S. LLC.
4.5	Indenture and Note Purchase Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., the other guarantors party thereto, AllianzGI US High Yield Fund and Allianz Income and Growth Fund, as purchasers, each other noteholder from time to time party thereto and The Bank of New York Mellon, as trustee and collateral agent, relating to the 4.000% Senior Secured Notes due 2021.
4.6	Intercreditor Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., certain other subsidiaries of Cenveo, Inc. that become party thereto from time to time as guarantors, Bank of America, N.A., as administrative agent for the holders of the senior priority obligations, and The Bank of New York Mellon, as collateral agent for the holders of the junior priority obligations.
4.7	Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., certain other subsidiaries of Cenveo, Inc. as guarantors, Bank of America, N.A., as administrative agent for the holders of the revolving credit obligations, The Bank of New York Mellon, as collateral agent for the holders of the 2016 secured notes obligations, and The Bank of New York Mellon, as collateral agent for the holders of the fixed asset obligations.
4.8	Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., certain other subsidiaries of Cenveo, Inc. as guarantors, Bank of America, N.A., as administrative agent for the holders of the revolving credit obligations, The Bank of New York Mellon, as collateral agent for the holders of the 2016 secured notes obligations, The Bank of New York Mellon, as collateral agent for the holders of the senior priority fixed asset obligations, and The Bank of New York Mellon, as collateral agent for the holders of the junior priority obligations.
10.1	Amendment No. 4 to the Credit Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., the lenders party thereto, Bank of America, N.A., as issuing bank and swingline lender, and each of the other loan parties party thereto, and acknowledged by Bank of America, N.A., as administrative agent.
99.1	Press Release, dated June 13, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 15, 2016

CENVEO, INC.

By:	/s/ Scott J. Goodwin
	Scott J. Goodwin
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
4.1	Indenture, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., the other guarantors party thereto and The Bank of New York Mellon, as trustee, relating to the 6.000% Senior Notes due 2024.
4.2	Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 6.000% Senior Notes due 2024 (included in Exhibit D to Exhibit 4.1).
4.3	Warrant Agreement, dated as of June 10, 2016, between Cenveo, Inc. and Computershare Trust Company, N.A., as warrant agent.
4.4	Warrant Registration Rights Agreement, dated as of June 10, 2016, between Cenveo, Inc. and Allianz Global Investors U.S. LLC.
4.5	Indenture and Note Purchase Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., the other guarantors party thereto, AllianzGI US High Yield Fund and Allianz Income and Growth Fund, as purchasers, each other noteholder from time to time party thereto and The Bank of New York Mellon, as trustee and collateral agent, relating to the 4.000% Senior Secured Notes due 2021.
4.6	Intercreditor Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., certain other subsidiaries of Cenveo, Inc. that become party thereto from time to time as guarantors, Bank of America, N.A., as administrative agent for the holders of the senior priority obligations, and The Bank of New York Mellon, as collateral agent for the holders of the junior priority obligations.
4.7	Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., certain other subsidiaries of Cenveo, Inc. as guarantors, Bank of America, N.A., as administrative agent for the holders of the revolving credit obligations, The Bank of New York Mellon, as collateral agent for the holders of the 2016 secured notes obligations, and The Bank of New York Mellon, as collateral agent for the holders of the fixed asset obligations.
4.8	Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., certain other subsidiaries of Cenveo, Inc. as guarantors, Bank of America, N.A., as administrative agent for the holders of the revolving credit obligations, The Bank of New York Mellon, as collateral agent for the holders of the 2016 secured notes obligations, The Bank of New York Mellon, as collateral agent for the holders of the senior priority fixed asset obligations, and The Bank of New York Mellon, as collateral agent for the holders of the junior priority obligations.
10.1	Amendment No. 4 to the Credit Agreement, dated as of June 10, 2016, among Cenveo Corporation, Cenveo, Inc., the lenders party thereto, Bank of America, N.A., as issuing bank and swingline lender, and each of the other loan parties party thereto, and acknowledged by Bank of America, N.A., as administrative agent.
99.1	Press Release, dated June 13, 2016.

EX-4.1

Exhibit 4.1

CENVEO CORPORATION,

as Issuer,

the GUARANTORS named herein

and

THE BANK OF NEW YORK MELLON,

as Trustee

________________________

INDENTURE

________________________

Dated as of June 10, 2016

6.000% Senior Notes due 2024

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions.	1
SECTION 1.02.	Other Definitions.	27
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act.	28
SECTION 1.04.	Rules of Construction.	28
ARTICLE 2
THE NOTES
SECTION 2.01.	Form and Dating.	29
SECTION 2.02.	Execution and Authentication.	29
SECTION 2.03.	Registrar and Paying Agent.	30
SECTION 2.04.	Paying Agent to Hold Money in Trust.	30
SECTION 2.05.	Holder Lists.	31
SECTION 2.06.	Transfer and Exchange.	31
SECTION 2.07.	Replacement Notes.	44
SECTION 2.08.	Outstanding Notes.	44
SECTION 2.09.	Treasury Notes.	45
SECTION 2.10.	Temporary Notes.	45
SECTION 2.11.	Cancellation.	45
SECTION 2.12.	Defaulted Interest.	45
SECTION 2.13.	CUSIP Numbers.	46
SECTION 2.14.	[Reserved].	46
SECTION 2.15.	Issuance of Additional Notes.	46
ARTICLE 3
REDEMPTION AND PREPAYMENT
SECTION 3.01.	Notices to Trustee.	47
SECTION 3.02.	Selection of Notes to Be Redeemed.	47
SECTION 3.03.	Notice of Redemption.	47
SECTION 3.04.	Effect of Notice of Redemption.	48
SECTION 3.05.	Deposit of Redemption Price.	48
SECTION 3.06.	Notes Redeemed in Part.	49
SECTION 3.07.	Optional Redemption.	49
SECTION 3.08.	Mandatory Redemption.	50
SECTION 3.09.	Offer to Purchase by Application of Net Proceeds.	50
SECTION 3.10.	Other Acquisitions of Notes.	52

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		Page
ARTICLE 4
COVENANTS
SECTION 4.01.	Payment of Notes.	52
SECTION 4.02.	Maintenance of Office or Agency.	52
SECTION 4.03.	Compliance Certificate.	53
SECTION 4.04.	Taxes.	53
SECTION 4.05.	Stay, Extension and Usury Laws.	53
SECTION 4.06.	Change of Control.	54
SECTION 4.07.	Asset Sales.	55
SECTION 4.08.	Restricted Payments.	57
SECTION 4.09.	Incurrence of Indebtedness.	61
SECTION 4.10.	Liens.	63
SECTION 4.11.	Dividend and Other Payment Restrictions Affecting Subsidiaries	64
SECTION 4.12.	Transactions with Affiliates.	66
SECTION 4.13.	Additional Subsidiary Guarantees.	68
SECTION 4.14.	Limitations on Issuances of Guarantees of Indebtedness.	68
SECTION 4.15.	Designation of Restricted and Unrestricted Subsidiaries.	68
SECTION 4.16.	[Reserved].	69
SECTION 4.17.	Payments for Consent.	69
SECTION 4.18.	Reports.	69
ARTICLE 5
SUCCESSORS
SECTION 5.01.	Merger, Consolidation, or Sale of Assets.	70
SECTION 5.02.	Successor Corporation Substituted.	71
ARTICLE 6
DEFAULTS AND REMEDIES
SECTION 6.01.	Events of Default.	71
SECTION 6.02.	Acceleration.	73
SECTION 6.03.	Other Remedies.	74
SECTION 6.04.	Waiver of Past Defaults.	74
SECTION 6.05.	Control by Majority.	74
SECTION 6.06.	Limitation on Suits.	74
SECTION 6.07.	Rights of Holders of Notes to Receive Payment.	75
SECTION 6.08.	Collection Suit by Trustee.	75
SECTION 6.09.	Trustee May File Proofs of Claim.	75
SECTION 6.10.	Priorities.	76
SECTION 6.11.	Undertaking for Costs.	76
SECTION 6.12.	Notice.	77

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		Page
ARTICLE 7
TRUSTEE
SECTION 7.01.	Duties of Trustee.	77
SECTION 7.02.	Rights of Trustee.	78
SECTION 7.03.	Individual Rights of Trustee.	79
SECTION 7.04.	Trustee’s Disclaimer.	79
SECTION 7.05.	Notice of Defaults.	79
SECTION 7.06.	Reports by Trustee to Holders of the Notes.	80
SECTION 7.07.	Compensation and Indemnity.	80
SECTION 7.08.	Replacement of Trustee.	81
SECTION 7.09.	Successor Trustee by Merger, etc.	82
SECTION 7.10.	Eligibility; Disqualification.	82
SECTION 7.11.	Preferential Collection of Claims Against Company.	82
SECTION 7.12.	Co-Trustees; Separate Trustee	82
SECTION 7.13.	Force Majeure.	84
SECTION 7.14.	FATCA.	84
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	84
SECTION 8.02.	Legal Defeasance and Discharge.	84
SECTION 8.03.	Covenant Defeasance.	85
SECTION 8.04.	Conditions to Legal or Covenant Defeasance.	85
SECTION 8.05.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.	87
SECTION 8.06.	Repayment to Company.	87
SECTION 8.07.	Reinstatement.	88
ARTICLE 9
AMENDMENTS, SUPPLEMENT AND WAIVER
SECTION 9.01.	Without Consent of Holders of Notes.	88
SECTION 9.02.	With Consent of Holders of Notes.	89
SECTION 9.03.	[Reserved].	90
SECTION 9.04.	Revocation and Effect of Consents.	90
SECTION 9.05.	Notation on or Exchange of Notes.	91
SECTION 9.06.	Trustee to Sign Amendments, etc.	91
ARTICLE 10
GUARANTEES

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		Page
SECTION 10.01.	Note Guarantees.	91
SECTION 10.02.	Limitation of Guarantor’s Liability.	92
SECTION 10.03.	Execution and Delivery of Note Guarantees.	93
SECTION 10.04.	Guarantors May Consolidate, etc., on Certain Terms.	93
SECTION 10.05.	Releases.	94
SECTION 10.06.	“Trustee” to Include Paying Agent.	95
ARTICLE 11
SATISFACTION AND DISCHARGE
SECTION 11.01.	Satisfaction and Discharge.	95
SECTION 11.02.	Application of Trust.	96
ARTICLE 12
MISCELLANEOUS
SECTION 12.01.	Notices.	97
SECTION 12.02.	Communication by Holders of Notes with Other Holders of Notes.	98
SECTION 12.03.	Certificate and Opinion as to Conditions Precedent.	98
SECTION 12.04.	Statements Required in Certificate or Opinion.	99
SECTION 12.05.	Rules by Trustee and Agents.	99
SECTION 12.06.	No Personal Liability of Directors, Officers, Employees and Stockholders.	99
SECTION 12.07.	Governing Law.	99
SECTION 12.08.	No Adverse Interpretation of Other Agreements.	99
SECTION 12.09.	Successors.	100
SECTION 12.10.	Severability.	100
SECTION 12.11.	Counterpart Originals.	100
SECTION 12.12.	Table of Contents, Headings, etc.	100
SECTION 12.13.	Record Date for Voting by or Consent of Holders.	100
SECTION 12.14.	Waiver of Jury Trial.	100
SECTION 12.15.	Conversion of Currency.	100
SECTION 12.16.	Currency Equivalent.	102
SECTION 12.17.	PATRIOT Act.	102
Schedule A	SCHEDULE OF GUARANTORS
	EXHIBITS
Exhibit A	FORM OF NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF GUARANTEE
Exhibit E	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

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Page

Note: This Table of Contents shall not, for any purpose, be deemed to be part of the Indenture.

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INDENTURE dated as of June 10, 2016 among Cenveo Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on Schedule A hereto, and The Bank of New York Mellon, a New York banking corporation, as trustee (together with its successors in such capacity, the “Trustee”).

The Company, the Guarantors, and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 6.000% Senior Notes due 2024 (the “Notes”).

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01    Definitions.

“144A Global Note” means the Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“ABL Facility” means (i) the Credit Agreement, dated as of April 16, 2013, by and among the Company, the Parent Company, Bank of America, N.A., as administrative agent, issuing bank and swingline lender, and the other parties thereto, as amended on or prior to the Issue Date as described in the Offering Memorandum and (ii) the Indenture and Note Purchase Agreement, dated as of June 10, 2016, by and among the Company, the Guarantors, AllianzGI US High Yield Fund and Allianz Income and Growth Fund, as the purchasers, the other noteholders named therein and from time to time party thereto, and The Bank of New York Mellon, as Trustee and Collateral Agent, in each case, as the same may be amended, modified, supplemented, refinanced or replaced, in whole or in part, including any refinancing or replacement with one or more additional credit agreements, loan agreements, notes purchase agreements or indentures and whether with the same group of lenders or purchasers or additional lenders or purchasers.

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

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

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

“Additional Notes” means, subject to the Company’s compliance with the provisions of Section 4.09 and 4.10, such additional Notes as the Company may issue under this Indenture on the same terms and conditions as the Notes being issued on the Issue Date except that such Notes shall accrue interest from the most recent interest payment date (or, if no interest has been paid, from the Issue Date).

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“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, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

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

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

“Applicable Premium” means, as calculated by the Company, with respect to any Note on any applicable redemption date, the greater of:

(i)     1.0% of the then outstanding principal amount of such Note; and

(ii)     the excess of:

(a)    the present value at such redemption date of (i) the redemption price of such Note at May 15, 2020 (as set forth in Section 3.07(b) hereof) plus (ii) all required interest that would accrue on such Note through May 15, 2020 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)    the then outstanding principal amount of such Note.

“Asset Sale” means:

(i)    the sale, lease, conveyance or other disposition of any assets or rights, including sales and leasebacks, but excluding sales of inventory and equipment in the ordinary course of business consistent with past practices; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Section 4.06 and/or the provisions of Article 5 hereof and not by the provisions of Section 4.07; and

(ii)    the issuance of Equity Interests by any of the Parent Company’s Restricted Subsidiaries or the sale of Equity Interests in any of the Parent Company’s Subsidiaries.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(i)    any single transaction or series of related transactions that  involves assets having a fair market value of less than $20 million;

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(ii)    a transfer of assets between or among the Parent Company and its Restricted Subsidiaries;

(iii)    an issuance of Equity Interests by a Restricted Subsidiary to the Parent Company or to another Restricted Subsidiary;

(iv)    an Investment or Restricted Payment that is permitted under Section 4.08 hereof;

(v)    solely for purposes of Section 4.07, any Event of Loss that would otherwise constitute an Asset Sale; and

(vi)    the lease of any asset under an operating lease in the ordinary course of business.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

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

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as such term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“Board of Directors” means the Board of Directors of the Company, or the Parent Company, as applicable, or any authorized committee of the Board of Directors.

“Borrowing Base” means, at the time any determination thereof is to be made, an amount equal to:

(1)    80% of the aggregate book value of all accounts receivable owned by the Parent Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; and

(2)    50% of the aggregate book value of all inventory owned by the Parent Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date.

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

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

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

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

(iii)    in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(iv)     any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(i)    United States dollars;

(ii)    (a) pounds sterling, euros or any national currency of any participating member state of the European Economic and Monetary Union; or (b) such local currencies held by the Parent Company or any Restricted Subsidiary from time to time in the ordinary course of business;

(iii)    securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of not more than twelve months from the date of acquisition;

(iv)    certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500 million in the case of United States banks and $100 million (or the United States dollar equivalent as of the date of determination) in the case of non- United States banks;

(v)    repurchase obligations for underlying securities of the types described in clauses (iii) and (iv) entered into with any financial institution meeting the qualifications specified in clause (iv) above;

(vi)    money market instruments, commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof by Standard & Poor’s Ratings

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Services or at least P-2 or the equivalent thereof by Moody’s Investors Services, Inc. (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency);

(vii)    investments in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended; and

(8)    investment funds investing 90% of their assets in securities of the types described in clauses (1) through (7) above.

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

(i)    the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related Party of a Principal;

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

(iii)    the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of the Parent Company, measured by voting power rather than number of shares;

(iv)    the first day on which a majority of the members of the Board of Directors of the Parent Company are not Continuing Directors;

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

(vi)    the Company ceases to be a Wholly Owned Restricted Subsidiary of the Parent Company.

“Company” means Cenveo Corporation, a Delaware corporation, and any and all successors thereto.

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“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, the following items:

(i)    cost savings believed in good faith by the Company to be probable based on actions taken prior to the Issue Date or that are expected to be taken within 12 months of the Issue Date in an aggregate amount for any period not to exceed 20% of Consolidated Cash Flow for such period (without giving effect to any increase pursuant to this clause (i)); plus

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

(iii)    consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

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

(v)    depreciation, amortization (including amortization of goodwill and other intangibles) and other non-cash expenses of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(vi)    any amounts paid or payable to any employee or officer of such Person or any of its Restricted Subsidiaries in connection with the termination of the employment of such employee or officer, and the amount of any severance or other expenses associated with the termination of employees, in each case, to the extent that any such amounts or expenses were deducted in computing such Consolidated Net Income; plus

(vii)    any non-recurring fees, charges or other expenses made or incurred in connection with any actual or proposed Investment, asset sale, acquisition, recapitalization or issuance of Capital Stock or incurrence of Indebtedness or any amendment or modification of Indebtedness (including as a result of Statement of Financial Accounting Standards 141R), in each case, to the extent that any such fees, charges or other expenses were deducted in computing such Consolidated Net Income; plus

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(viii)    non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; plus or minus

(ix)    any unusual, non-recurring or restructuring gains, charges or losses (including, without limitation, in connection with any acquisition or disposition of assets outside the ordinary course of business, any other Investment, any internal restructuring initiatives, any consolidation, shut-down or start-up of operations and any financing or refinancing transaction) not excluded from such Consolidated Net Income for such period;

in each case, on a consolidated basis.

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

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

(ii)    solely for purposes of Section 4.08, the Net Income of any Restricted Subsidiary (other than the Company or a Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders;

(iii)    any write-downs with respect to, or losses on dispositions of, Subsidiaries and assets and all restructuring charges incurred by the Parent Company and the Restricted Subsidiaries, shall be excluded;

(iv)    non-recurring fees, expenses or charges (including integration charges and, without limitation, the write-off of deferred financing fees) incurred in connection with this offering, or any merger, acquisition or consolidation shall be excluded;

(v)    the cumulative effect of, or a change in accounting principles shall be excluded;

(vi)    stock-based compensation provision and gain and loss on early extinguishment of debt shall be excluded;

(vii)    the amortization or write-off of deferred financing fees shall be excluded; and

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(viii)    any “mark-to-market” change in the carrying value of Equity Interests of any Person that is not consolidated with the Parent Company in the Parent Company’s financial statements in accordance with GAAP shall be excluded.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (i) the aggregate amount of all outstanding Indebtedness of the Parent Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital Lease Obligations and debt obligations evidenced by promissory notes and similar instruments and (ii) the aggregate amount of all outstanding Disqualified Stock of the Parent Company on a consolidated basis, with the amount of such Disqualified Stock equal to the greater of its voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Company. Any amount of Indebtedness in a currency other than United States dollars will be converted to United States dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated Cash Flow for the applicable period.

“Consolidated Total Secured Debt Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Total Indebtedness of the Parent Company and its Restricted Subsidiaries on such date that is secured by Liens plus, without duplication, the maximum amount of Indebtedness that would be permitted to be incurred on such date under (x) clause (x) of Section 4.09(b)(i) and, without duplication, (y) any Designated Revolving Commitments to (b) Consolidated Cash Flow of the Parent Company and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness or issues or redeems preferred stock subsequent to the commencement of the period for which the Consolidated Total Secured Debt Ratio is being calculated but prior to the date on which the event for which the calculation of the Consolidated Total Secured Debt Ratio is made (the “Consolidated Total Secured Debt Ratio Calculation Date”), then the Consolidated Total Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, however, borrowings in the ordinary course of business under any revolving credit agreement shall not be given pro forma effect and shall be included in the calculation of the Consolidated Total Secured Debt Ratio only to the extent such borrowings were actually outstanding on such date of determination.

In addition, for purposes of calculating the Consolidated Total Secured Debt Ratio:

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(i)    acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Consolidated Total Secured Debt Ratio Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (ii) of the proviso set forth in the definition of “Consolidated Net Income”;

(ii)    if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Parent Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Consolidated Total Secured Debt Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period;

(iii)    whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Parent Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that such pro forma calculations may include operating expense reductions for such period resulting from such transaction which is being given pro forma effect that have been realized or (A) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (B) with respect to any transactions, for which the steps necessary for realization are reasonably expected to be taken within the 12-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead; and

(iv)    the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Consolidated Total Secured Debt Ratio Calculation Date, including, but not limited to, divested operations EBITDA, shall be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company or the Parent Company who: (i) was a member of such Board of Directors on the Issue Date; or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors of the Parent Company at the time of such nomination or election.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 7 East, New York, New York 10286, Attention: Corporate Trust

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Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, 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 Company).

“Credit Facilities” means, with respect to the Parent Company or any Restricted Subsidiary, one or more debt facilities, indentures, note purchase agreements, commercial paper facilities or agreements (including, without limitation, the ABL Facility), in each case with banks or other institutional lenders, commercial finance companies, creditors, investors or other lenders providing for revolving credit loans, term loans, bonds, debentures, receivables financing (including through the sale of receivables to such lenders or to such special purpose entities formed to borrow from such lenders against such receivables) or other asset securitizations, capital leases, letters of credit or long-term indebtedness, including any notes, in each case, as amended, restated, modified, renewed, replaced (whether upon or after termination or otherwise) or otherwise refinanced in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Noncash Consideration” means the fair market value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

“Designated Revolving Commitments” means any revolving commitments pursuant to which Indebtedness may be incurred on a revolving basis that have been designated in an Officers’ Certificate delivered to the Trustee as “Designated Revolving Commitments.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Parent Company or a Restricted Subsidiary to repurchase such

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Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Parent Company or such Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.08 hereof.

“Domestic Subsidiary” means a Restricted Subsidiary formed under the laws of a state of the United States (including the District of Columbia).

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

“Equity Offering” means any private or underwritten public offering of common stock of the Parent Company in which the gross proceeds to the Parent Company are at least $50 million.

“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal), any of the following:

(i)    any loss, destruction or damage of such property or asset;

(ii)    any institution of any proceeding for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

(iii)    any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or

(iv)    any settlement in lieu of clause (ii) or (iii) above.

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

“Excluded Subsidiary” means (a) any Subsidiary that is a not-for-profit organization, (b) any captive insurance company, (c) any Unrestricted Subsidiary, (d) any Subsidiary that, together with all other Subsidiaries that are then Excluded Subsidiaries pursuant to this clause (d), did not account for more than $5,000,000 of the Parent Company’s consolidated total assets as of the last day of the Parent Company’s most recently ended fiscal quarter for which internal financial statements are then available or more than $5,000,000 of the Parent Company’s consolidated revenue for the fiscal quarter ending on such date and (e) any Subsidiary that is organized or formed under the laws of any province or territory of Canada; provided that no such Subsidiary described in any of clauses (a) through (e) above shall be an Excluded Subsidiary at any time that it is a guarantor of any Indebtedness of (i) the Parent Company, (ii) the Company or (iii) any Subsidiary Guarantor that is a Domestic Subsidiary.

“Existing Indebtedness” means Indebtedness of the Parent Company and its Restricted Subsidiaries in existence on the Issue Date.

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“Existing Notes” means the Existing Unsecured Notes and the Company’s 6.000% Senior Priority Secured Notes due 2019 and 8.500% Junior Priority Secured Notes due 2022, in each case, outstanding on the Issue Date.

“Existing Unsecured Notes” means the Company’s 11.50% Senior Notes due 2017 and 7.00% Exchangeable Senior Notes due 2017.

“FATCA Withholding Tax” shall mean any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement).

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays or redeems any Indebtedness or issues or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, however, borrowings in the ordinary course of business under any revolving credit agreement shall not be given pro forma effect and shall be included in the calculation of the Fixed Charge Coverage Ratio only to the extent such borrowings were actually outstanding during the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (i) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Fixed Charge Coverage Ratio Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (ii) of the proviso set forth in the definition of “Consolidated Net Income”; (ii) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Parent Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period; (iii) whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Parent Company and shall

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comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that such pro forma calculations may include operating expense reductions for such period resulting from such transaction which is being given pro forma effect that have been realized or (A) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (B) with respect to any transactions, for which the steps necessary for realization are reasonably expected to be taken within the 12-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead; (iv) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness); (v) interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP; (vi) 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, and 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 Parent Company may designate; (vii) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Fixed Charge Coverage Ratio Calculation Date, shall be excluded; and (viii) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Fixed Charge Coverage Ratio Calculation Date, shall be excluded.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of: (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts, and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations; plus (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus (iii) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (iv) cash dividend payments on any series of preferred stock or Disqualified Stock of such Person or any of its Restricted Subsidiaries.

“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

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Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, in the form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b) or 2.06(d) hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means each of: (i) the Parent Company, (ii) each Subsidiary Guarantor; and (iii) any other Subsidiary of the Parent Company that executes a Note Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under: (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or the value of foreign currencies purchased or received by such Person in the ordinary course of business; and (iii) any commodity futures or option contract or other similar commodity hedging contract designed to protect such Person against fluctuations in commodity prices.

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

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of: (i) borrowed money; (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (iii) banker’s acceptances; (iv) representing Capital Lease Obligations; (v) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or (vi) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by such Person of any indebtedness of any other Person. Notwithstanding anything in this Indenture to the contrary, the designation of Designated Revolving Commitments as such shall be deemed

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to be an incurrence of Indebtedness (and Liens securing such Indebtedness) in the full amount of such Designated Revolving Commitments solely at the time of such designation and any subsequent borrowing, repayment or reborrowing thereunder prior to the termination thereof shall be disregarded for all purposes of this Indenture (including, without limitation, for purposes of the definition of “Permitted Liens” hereunder).

The amount of any Indebtedness outstanding as of any date shall be: (i) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and (ii) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time.

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

“Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to the Company or any Guarantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Company or any Guarantor or with respect to a material portion of its respective assets, (c) any liquidation, dissolution, reorganization or winding-up of the Company or any Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company or any Guarantor.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that would be classified as investments on a balance sheet prepared in accordance with GAAP, excluding Hedging Obligations. If the Parent Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Parent Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.08 hereof. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.08.

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Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date” means June 10, 2016, the date of initial issuance of the Notes.

“Legal Holiday” means a Saturday, Sunday or a day on which banking institutions in the City of New York, New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

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

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

(i)    any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(ii)    any extraordinary or nonrecurring gain or loss, together with any related provision for taxes on such extraordinary or nonrecurring gain or loss.

“Net Proceeds” means the aggregate cash proceeds received by the Parent Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness: (i) as to which neither the Parent Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and (ii) no default with respect to which (including any rights that the holders thereof may have to take enforcement

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action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Non-U.S. Person” means a person who is not a U.S. Person.

“North American Subsidiary” means a Restricted Subsidiary formed under the laws of a state of the United States (including the District of Columbia), or under the laws of Canada or a province or territory of Canada.

“Note Custodian” means the Trustee, as custodian for DTC or any successor Depositary with respect to the Global Notes, or any successor entity thereto.

“Note Guarantee” means, individually and collectively, the guarantees given by the Guarantors pursuant to Article 10 hereof.

“Notes” has the meaning assigned to it in the preamble to this Indenture.

“Notes Obligations” means all Obligations of the Company and the Guarantors in respect of the Notes, the Note Guarantees and this Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness (including any such amounts that would have accrued but for the commencement of any Insolvency or Liquidation Proceeding, whether or not allowed in such proceeding).

“Offering Memorandum” means the offering memorandum, dated May 10, 2016 relating to the offering of the Notes issued on the Issue Date.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person, or any Guarantor, as applicable.

“Officers’ Certificate” means a certificate signed on behalf of the Parent Company or the Company by two Officers, except as otherwise provided herein, of the Parent Company or the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Parent Company or the Company, who meet certain requirements of Section 12.04 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.04 hereof. The counsel may be an employee of or counsel to the Company (or any Guarantor, if applicable).

“Parent Company” means Cenveo, Inc., a Colorado corporation.

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“Pari Passu Indebtedness” means Indebtedness of the Company that ranks equally in right of payment to the Notes.

“Participant” means, with respect to DTC, a Person who has an account with DTC.

“Permitted Businesses” means the printing business generally including the business conducted by the Parent Company and its Subsidiaries as of the Issue Date and any other business or businesses ancillary, complementary or related thereto.

“Permitted Investments” means:

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

(2)    any Investment in Cash Equivalents;

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

(a)    such Person becomes a Restricted Subsidiary; or

(b)    such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent Company or a Restricted Subsidiary;

(4)    any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.07 hereof;

(5)    Investments existing as of the Issue Date;

(6)    any acquisition of assets solely in exchange for the issuance of Equity Interests of the Parent Company;

(7)    accounts receivable, endorsements for collection, deposits or similar Investments arising in the ordinary course of business;

(8)    any acquisition by the Parent Company or a Restricted Subsidiary of assets of a Permitted Business or assets to be used in a Permitted Business;

(9)    stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Parent Company or any Subsidiary or in satisfaction of judgments;

(10)    the acceptance of notes payable from and loans and advances to officers, directors and employees of the Parent Company or its Subsidiaries in payment for the purchase of Capital Stock;

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(11)    any other Investment acquired by the Parent Company or any of its Restricted Subsidiaries:

(a)    in exchange for any other Investment or accounts receivable held by the Parent Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer); or

(b)    as a result of a foreclosure by the Parent Company 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;

(12)    Hedging Obligations permitted under clause (b)(vii) of Section 4.09;

(13)    guarantees of Indebtedness permitted under Section 4.09;

(14)    Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(15)    advances to, or guarantees of Indebtedness of, employees not in excess of $5 million outstanding at any one time, in the aggregate;

(16)    loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business;

(17)    advances, loans or extensions of trade credit in the ordinary course of business by the Parent Company or any of its Restricted Subsidiaries;

(18)    Investments consisting of purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(19)    prepayments and other credits to suppliers made in the ordinary course of business; and

(20)    any other investment in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (20) since the Issue Date and existing at the time such Investment was made, did not exceed $50 million.

“Permitted Liens” means:

(1)    Liens incurred to secure Obligations in respect of (i) any Indebtedness permitted to be incurred pursuant to Section 4.09(b)(i);and (ii) any other Indebtedness so long as, at the time of incurrence and after giving pro forma effect thereto and to the

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granting of Liens in connection therewith, the Consolidated Total Secured Debt Ratio would be no greater than 5.25 to 1.00;

(2)    [Reserved];

(3)    Liens in favor of the Company or the Guarantors;

(4)    [Reserved];

(5)    Liens on property (including, without limitation, Capital Stock) of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Parent Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those of the Person acquired or merged into or consolidated with the Parent Company or the Restricted Subsidiary;

(6)    Liens on property (including, without limitation, Capital Stock) existing at the time of acquisition thereof by the Parent Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition;

(7)    Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(8)    Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(iv) hereof covering only the assets acquired with such Indebtedness;

(9)    Liens existing on the Issue Date (other than Liens described in clause (1) of this definition);

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

(11)    Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, old age pension or public liability obligations or to secure the payment or performance of bids, tenders, statutory or regulatory obligations, surety, stay, or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(12)    easements, rights-of-way, restrictions, defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Company or any of its Subsidiaries;

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(13)    purchase money liens (including extensions and renewals thereof);

(14)    Liens securing reimbursement obligations with respect to letters of credit which encumber only documents and other property relating to such letters of credit and the products and proceeds thereof;

(15)    judgment and attachment Liens not giving rise to an Event of Default;

(16)    Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements;

(17)    Liens arising out of consignment or similar arrangements for the sale of goods;

(18)    any interest or title of a lessor in property subject to any Capital Lease Obligation or operating lease;

(19)    statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith by appropriate proceedings, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

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

(21)    Liens securing Hedging Obligations that are otherwise permitted under this Indenture;

(22)    leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Subsidiaries;

(23)    Liens arising from filing financing statements under the UCC (or equivalent statutes) of any jurisdiction regarding leases;

(24)    Liens in favor of collecting or payer banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Parent Company or any Subsidiary on deposit with or in possession of such bank;

(25)    Liens to secure Non-Recourse Debt;

(26)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

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(27)    Liens (i) of a collection bank arising under the UCC (or equivalent statutes) of any jurisdiction on items in the course of collection, (ii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other commodity or brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(28)    any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture of similar agreement;

(29)    Liens to secure any Permitted Refinancing Indebtedness (or successive Permitted Refinancing Indebtedness) which refinances as a whole, or in part, any Indebtedness secured by any Lien referred to in the foregoing clauses (1)(ii), (5), (6), (8), (9) and (13); provided, however, that:

(a)    such new Lien shall be limited to all or part of the same property that secured or, under the written agreements pursuant to which the original Lien arose, would have secured the original Lien (plus improvements and accessions to or on such property or proceeds or distributions thereof) and

(b)    the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of:

(i)    the outstanding principal amount (or, in the case of a refinancing of Designated Revolving Commitments, if greater, committed amount) of the Indebtedness secured by Liens described under clause (1)(ii), (5), (6), (8), (9) or (13), as applicable, at the time the original Lien became a Permitted Lien under this Indenture and

(ii)    an amount necessary to pay any fees and expenses, including, without limitation, accrued interest and premiums, related to such Permitted Refinancing Indebtedness;

(30)    [Reserved];

(31)    Liens in favor of credit card processors granted in the ordinary course of business;

(32)    Liens in favor of the Trustee on all money or property held or collected by the Trustee (except money or property held in trust for the benefit of Holders of particular Notes), to secure the payment of fees, costs, expenses and indemnification obligations payable to the Trustee pursuant to the terms of this Indenture;

(33)    Liens on property of any Unrestricted Subsidiary that becomes a Restricted Subsidiary pursuant to the terms of this Indenture; provided that such Liens (x) were in existence prior to the contemplation of such conversion, (y) do not extend to any

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assets other than the assets of such Unrestricted Subsidiary and (z) do not secure Indebtedness;

(34)    Liens securing Indebtedness of the Parent Company or any Restricted Subsidiary in an aggregate principal amount not to exceed $50 million; and

(35)    Liens not otherwise permitted by clauses (1) through (34) that are incurred in the ordinary course of business of the Parent Company or any Restricted Subsidiary of the Parent Company with respect to obligations that do not exceed $10 million at any one time outstanding.

“Permitted Refinancing Indebtedness” means any Indebtedness (which may include, for the avoidance of doubt, Indebtedness outstanding under any Designated Revolving Commitments) of the Parent Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund other Indebtedness of the Parent Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(i)    the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable) (or, if greater in the case of Designated Revolving Commitments, committed amount), plus accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased, discharged or refunded (plus the amount of reasonable expenses incurred in connection therewith including premiums paid, if any, to the holder thereof);

(ii)    such Permitted Refinancing Indebtedness has a final maturity date either no earlier than the final maturity date of the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded or no earlier than 91 days following the maturity of the Notes, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded;

(iii)    if the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded; and

(iv)    such Indebtedness is incurred either by the Company, a Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded.

“Person” means any individual, corporation, company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business).

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“Principals” means the officers and directors of the Parent Company on the Issue Date, their Affiliates (as such term is defined under the Exchange Act) and the Parent Company’s and Company’s Employee Stock Ownership Plan and Trust.

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

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

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Related Party” with respect to any Principal means (i) any controlling shareholder, 80% or more owned Subsidiary, or spouse or immediate family member (in the case of an individual) of such Principal; or (ii) any trust, corporation, partnership or other entity, the beneficiaries, shareholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of such Principal and/or such other Persons referred to in the immediately preceding clause (i).

“Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

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

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

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

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

“Restricted Subsidiary” means any Subsidiary of the Parent Company that is not an Unrestricted Subsidiary. The Company shall at all times be deemed to be a Restricted Subsidiary.

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

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

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

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

“SEC” means the Securities and Exchange Commission.

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

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

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original 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.

“Subordinated Indebtedness” means all Indebtedness that is subordinated to the Notes or the Note Guarantees.

“Subsidiary” means, with respect to any Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof). Unless specified otherwise, all references to “Subsidiary” in this Indenture shall refer to a Subsidiary of the Parent Company.

“Subsidiary Guarantor” means any Restricted Subsidiary (other than the Company) that shall have guaranteed, pursuant to this Indenture or a supplemental indenture and the requirements therefor set forth in this Indenture, the payment of all principal of, and interest and premium, if any, on the Notes and all other amounts payable under the Notes or this Indenture.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“Treasury Rate” means, as obtained by the Company, with respect to the Notes, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) (a “Statistical Release”) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release

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is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to May 15, 2020; provided, however, that if the period from such redemption date to May 15, 2020 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“UCC” means the Uniform Commercial Code of New York (or other applicable jurisdiction).

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent global Note in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Parent Company (other than the Company or a direct or indirect parent company of the Company) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution, but only to the extent that such Subsidiary:

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

(ii)     is not a party to any agreement, contract, arrangement or understanding with the Parent Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent Company;

(iii)     is a Person with respect to which neither the Parent Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(iv)    does not guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of the Parent Company or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Parent Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.08 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Parent Company shall be

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in default of such covenant. The Board of Directors of the Parent Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (i) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default would be in existence following such designation.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted 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 and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

SECTION 1.02    Other Definitions.

Term	Definedin Section
“Affiliate Transaction”	4.12
“Applicable Law”	7.14
“Base Currency”	12.15
“Change of Control Offer”	4.06
“Change of Control Payment”	4.06
“Change of Control Payment Date”	4.06
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“First Currency”	12.16
“Fixed Charge Coverage Ratio Calculation Date”	1.01
“incur”	4.09
“judgment currency”	12.15
“Legal Defeasance”	8.02
“Offer”	3.09
“Offer Amount”	3.09

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“Offer Period”	3.09
“Paying Agent”	2.03
“Payment Default”	6.01
“Permitted Debt”	4.09
“Purchase Date”	3.09
“Registrar”	2.03
“Restricted Payments”	4.08

SECTION 1.03.    Incorporation by Reference of Trust Indenture Act.

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

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

“indenture securities” means the Notes and the Note Guarantees;

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

“indenture to be qualified” means this Indenture;

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

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

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

SECTION 1.04    Rules of Construction.

Unless the context otherwise requires:

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

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

(iii)“or” is not exclusive;

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

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

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

ARTICLE 2

THE NOTES

SECTION 2.01    Form and Dating.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Note Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000.

The terms and provisions contained in the Notes (including the Note Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

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

SECTION 2.02     Execution and Authentication.

Two Officers shall sign the Notes for the Company by manual or facsimile signature. The Company’s seal shall be reproduced on the Notes and may be in facsimile form.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

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A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall, upon a written order of the Company signed by two Officers, authenticate Notes, with the Note Guarantees endorsed thereon, for original issue (i) on the Issue Date, in an aggregate principal amount of $104,484,000 and (ii) subject to compliance with Section 4.09 and 4.10, from time to time after the Issue Date in the principal amount set forth in the applicable written order of the Company. The aggregate principal amount of the Notes and the Additional Notes that may be issued under this Indenture is unlimited subject to compliance with Section 4.09 and Section 4.10.

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

SECTION 2.03    Registrar and Paying Agent.

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

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes.

SECTION 2.04    Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or interest on the Notes, and will notify the Trustee in writing of any default by the Company or the Guarantors in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent

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to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Guarantor) shall have no further liability for the money. If the Company or a Guarantor acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05    Holder Lists.

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

SECTION 2.06    Transfer and Exchange.

(a)Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee. Upon the occurrence of either of the preceding events in (i) or (ii) above, and upon the surrender by the Depositary of the Global Notes, Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Section 2.07 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i)

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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 expiration of the Restricted Period transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser in a resale pursuant to Rule 144A). Beneficial interests in any Unrestricted Global Note may be transferred only to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests in a Global Note other than a transfer of a beneficial interest in a Global Note to a Person who takes delivery thereof in the form of a beneficial interest in the same Global Note, the transferor of such beneficial interest must deliver to the Registrar either (A) (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (i) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of clause (ii) above and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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

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

(A)[Reserved];

(B)[Reserved];

(C)[Reserved]; or

(D)the Registrar receives the following:

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

(ii)    if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (3) thereof; and

(iii)    in each such case set forth in this subparagraph (D), 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 not required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) in an aggregate principal amount equal to the principal amount of beneficial interests transferred pursuant to subparagraph (D) above.

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Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i)If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon receipt by the Registrar of the following documentation:

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

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

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

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4)(a) thereof;

(E)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (4)(d) thereof, if applicable; or

(F)if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4)(b) thereof.

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized

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denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii)[Reserved].

(iii)Notwithstanding Section 2.06(c)(i) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)[Reserved];

(B)[Reserved];

(C)[Reserved]; or

(D)the Registrar receives the following:

(1)    if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof;

(2)    if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (3) thereof; and

in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company, 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 not required in order to maintain compliance with the Securities Act.

(iv)If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the

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Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. A beneficial interest in an Unrestricted Global Note cannot be exchanged for a Definitive Note bearing the Private Placement Legend or transferred to a Person who takes delivery thereof in the form of a Definitive Note bearing the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

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

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

(C)if such Definitive 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 B hereto, including the certifications in item (2) thereof;

(D)if such Definitive 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 B hereto, including the certifications in item (4)(a) thereof;

(E)if such Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (4) thereof, if applicable; or

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(F)if such Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4)(b) thereof.

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

(ii)A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)[Reserved];

(B)[Reserved];

(C)[Reserved]; or

(D)the Registrar receives the following:

(i)    if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof;

(ii)    if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (3) thereof; and

(iii)    in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions on transfer contained herein and in the Private Placement Legend are not required in order to maintain compliance with the Securities Act, and such Definitive Notes are being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

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

(iii)A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted

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Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) in an aggregate principal amount equal to the principal amount of beneficial interests transferred pursuant to subparagraphs (ii)(D) or (iii) above.

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

(i)Restricted Definitive Notes may be transferred to and registered in the name of Persons who take delivery thereof 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 B hereto, 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 B hereto, including the certifications in item (2) thereof; and

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (4) thereof, if applicable.

(ii)Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)[Reserved];

(B)[Reserved];

(C)[Reserved]; or

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(D)the Registrar receives the following:

(i)    if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof;

(ii)    if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (3) thereof; and

(iii)    in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions on transfer contained herein and in the Private Placement Legend are not required in order to maintain compliance with the Securities Act, and such Restricted Definitive Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.

(iii)A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request for such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. Unrestricted Definitive Notes cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Definitive Note.

(f)[Reserved]

(g)Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH

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REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY, ON OR AFTER THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR, IN THE CASE OF RULE 144A NOTES, AND 40 DAYS, IN THE CASE OF REGULATION S NOTES, 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 COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THE SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) (i) TO A PERSON WHO IS NOT, AND FOR A PERIOD OF AT LEAST THREE MONTHS IMMEDIATELY PRIOR TO SUCH TRANSFER HAS NOT BEEN, ONE OF OUR “AFFILIATES” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) NOR ACTING ON OUR BEHALF AND (a) IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (ii) TO THE COMPANY, (iii) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, (iv) 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 (v) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S

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RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSES (i)(c) OR (iii) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

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.”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS

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GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(h)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or by the Depositary at the direction of the Trustee, to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note, by the Trustee or by the Depositary at the direction of the Trustee, to reflect such increase.

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(i)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes (in each case, accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) upon the Company’s order or at the Registrar’s request.

(ii)No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.06, 4.07 and 9.05 hereof).

(iii)The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)All Global Notes and Definitive Notes (in each case, accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)The Company shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of mailing of notice of redemption and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(vi)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(vii)The Trustee shall authenticate Global Notes and Definitive Notes (in each case, accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) in accordance with the provisions of Section 2.02 hereof.

(viii)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a transfer or exchange may be submitted by facsimile.

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(ix)Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

(x)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants 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.

(xi)Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 2.07    Replacement Notes.

If any mutilated Note is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon the written order of the Company signed by two Officers of the Company, shall authenticate a replacement Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Guarantors, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

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

SECTION 2.08    Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

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If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09    Treasury Notes.

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

SECTION 2.10    Temporary Notes.

Until Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) upon a written order of the Company signed by two Officers of the Company. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) in exchange for temporary Notes.

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

SECTION 2.11    Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall, in accordance with its customary procedures, cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall upon written request confirm in writing to the Company which Notes have been cancelled by the Trustee. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12    Defaulted Interest.

If either the Company or any Guarantor defaults in a payment of interest on the Notes, it or they (to the extent of their obligations under the Note Guarantees) shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the

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date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13    CUSIP Numbers.

The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

SECTION 2.14    [Reserved].

SECTION 2.15    Issuance of Additional Notes.

The Company shall be entitled, without the consent of the Holders, to issue Additional Notes under this Indenture in an unlimited principal amount which shall have substantially identical terms as the Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto; provided that such issuance is not prohibited by Section 4.09 or 4.10. The Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Company shall set forth in a resolution of its Board of Directors (or a duly appointed committee thereof) and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(1)    the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(2)    the issue price and the issue date of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; and

(3)    whether such Additional Notes shall be transfer restricted securities or shall be registered securities

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ARTICLE 3

REDEMPTION AND PREPAYMENT

SECTION 3.01    Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 35 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. Such notice shall be given at least 45 days prior to the redemption date in the event the Company desires that the Trustee give notice of redemption to the holders of the Notes as more particularly set forth in Section 3.03.

SECTION 3.02    Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Notes will be selected for redemption as required by the rules and procedures of DTC.

No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail (or transmitted otherwise in accordance with the procedures of DTC) at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

SECTION 3.03    Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail (or transmitted otherwise in accordance with the procedures of the Depositary), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed (including CUSIP numbers) and shall state:

(a)the redemption date;

(b)the redemption price;

(c)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such

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Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

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

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

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

(g)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, or such shorter period as shall be reasonably acceptable to the Trustee, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph and containing a copy of the text of the notice to the Holders.

SECTION 3.04    Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

SECTION 3.05    Deposit of Redemption Price.

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

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

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on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

SECTION 3.06    Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07    Optional Redemption.

Except as provided below, the Notes may not be redeemed prior to their final maturity at the Company’s option.

(a)Prior to May 15, 2020, the Notes may be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b)On or after May 15, 2020, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth belowplus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

Year	Percentage
2020.....................................................................................................................	103.000%
2021.....................................................................................................................	101.500%
2022 and thereafter..............................................................................................	100.000%

(c)In addition, prior to May 15, 2020, the Company may at its option on any one or more occasions redeem the Notes (including Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this Indenture at a redemption price of 106.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(i) at least 65% of such aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (other than Notes held directly or indirectly by the Parent Company, the Company and its Affiliates); and

(ii)each such redemption must occur within 90 days of the date of the closing of such Equity Offering.

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

SECTION 3.08    Mandatory Redemption.

The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 3.09    Offer to Purchase by Application of Net Proceeds.

In the event that, pursuant to Section 4.07 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes (an “Offer”), it shall follow the procedures specified below.

The Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). Promptly after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes and Pari Passu Indebtedness required to be purchased pursuant to Section 4.07 hereof (the “Offer Amount”) or, if less than the Offer Amount of Notes and Pari Passu Indebtedness have been tendered, all Notes tendered in response to the Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer.

Upon the commencement of an Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer. The Offer shall be made to all Holders. The notice, which shall govern the terms of the Offer, shall state:

(a)that the Offer is being made pursuant to this Section 3.09 and Section 4.07 hereof and the length of time the Offer shall remain open;

(b)the Offer Amount, the purchase price and the Purchase Date; and, if the Company or any Restricted Subsidiary makes an offer to holders of Pari Passu Indebtedness as contemplated by clause (b)(iii) of the second paragraph of Section 4.07, the notice shall state that fact, that the Offer Amount will be reduced to the extent that the aggregate amount of Notes and Pari Passu Indebtedness required to be purchased pursuant to the Offer such other offer exceeds the Offer Amount so that the Notes and such Pari Passu Indebtedness are purchased on a pro rata basis (subject to clause (h) below), and that the amount of such reduction will not be known until the expiration of such other offer, which shall not be later than the expiration of the Offer Period;

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(c)that any Note not tendered or accepted for payment shall continue to accrete or accrue interest;

(d)that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer shall cease to accrete or accrue interest after the Purchase Date;

(e)that Holders electing to have a Note purchased pursuant to an Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased;

(f)that Holders electing to have a Note purchased pursuant to any Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(g)that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(h)that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or $1,000 integral multiples thereof, shall be purchased); and

(i)that Holders whose Notes were purchased only in part shall be issued new Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary to comply with clauses (b) and (h) above, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note (in each case, accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors), and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the

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Company to the Holder thereof. The Company shall publicly announce the results of the Offer on the Purchase Date.

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

SECTION 3.10    Other Acquisitions of Notes.

Notwithstanding any provision to the contrary contained herein, the Company may acquire Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this Indenture.

ARTICLE 4

COVENANTS

SECTION 4.01    Payment of Notes.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or any Guarantor thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

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

SECTION 4.02    Maintenance of Office or Agency.

The Company 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, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company or the Guarantors in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

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The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in location of any such other office or agency.

The Company hereby designates the office of The Bank of New York Mellon, as one such office or agency of the Company in accordance with Section 2.03.

SECTION 4.03    Compliance Certificate.

(a)The Company and the Guarantors shall deliver to the Trustee, within 90 days after the end of the fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled its obligations under this Indenture and the Note Guarantees, respectively, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company or such Guarantor, as the case may be, is taking or proposes to take with respect thereto).

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

SECTION 4.04    Taxes.

The Parent Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

SECTION 4.05    Stay, Extension and Usury Laws.

Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the Company and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by

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resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.06    Change of Control.

(a)If a Change of Control occurs, unless the Company has exercised its right to redeem all outstanding Notes pursuant to Section 3.07, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof (provided, however,that no Notes will be purchased in part if such Notes would have a remaining principal amount of less than $2,000) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a “Change of Control Payment” in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase.

(b)Within 30 days following any Change of Control, the Company (or at the request of the Company, the Trustee) shall send, by first-class mail or delivered in accordance with the applicable procedures of the Depositary for the Notes, with a copy to the Trustee, to each Holder at such Holder’s address appearing in the note register, a notice stating:

(i)that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 4.06 of this Indenture and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment;

(ii)the Change of Control Payment and the repurchase date (the “Change of Control Payment Date”), which date shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered;

(iii)the circumstances giving rise to the Change of Control;

(iv)the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment; and

(v)that on and after the Change of Control Payment Date, interest shall cease to accrue on the Notes or portions of the Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the Change of Control Payment.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent the provisions of any securities laws are inconsistent with the terms of this Indenture, the Company will not be deemed to have breached this covenant by complying with such laws.

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(c)On the Change of Control Payment Date, the Company will, to the extent lawful:

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

(ii)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

(iii)deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

(d)The Paying Agent will promptly send to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount that is a multiple of $1,000 and at least $2,000.

(e)The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(f)The provisions described in this Section 4.06 that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of this Indenture are applicable.

(g)The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.07    Asset Sales.

The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(a)the Parent Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(b)at least 75% of the Net Proceeds received by the Parent Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:

(i)any liabilities (as shown on the Parent Company’s or such Restricted Subsidiary’s most recent balance sheet), of the Parent Company or any

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Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Parent Company or such Restricted Subsidiary from further liability;

(ii)any securities, notes or other obligations received by the Parent Company or any such Restricted Subsidiary from such transferee that are converted by the Parent Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 180 days following the closing of such Asset Sale; and

(iii)any Designated Noncash Consideration received by the Parent Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Parent Company), taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (A) $75 million and (B) five percent (5%) of the total assets of the Parent Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Parent Company and determined in accordance with GAAP (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Company or a Restricted Subsidiary must apply such Net Proceeds:

(a)    to be reinvested in the business of the Parent Company or a Restricted Subsidiary; provided that if the Parent Company or a Restricted Subsidiary enters into a binding agreement to acquire new or replacement assets within such 360 day period, such Net Proceeds shall be deemed to have been applied pursuant to this clause (a) so long as such Net Proceeds are applied to acquire such assets within 180 days following such 360^th day;

(b)    to repay or retire (i) any Indebtedness of the Company secured by a Lien or any Indebtedness of a Wholly Owned Restricted Subsidiary of the Parent Company that is not a Subsidiary Guarantor (other than the Company); provided that such repayment or retirement permanently retires or reduces the related loan commitment; (ii) the Existing Unsecured Notes or (iii) Pari Passu Indebtedness; provided that to the extent the Parent Company or a Restricted Subsidiary repays or retires Pari Passu Indebtedness pursuant to this clause (iii), the Parent Company or such Restricted Subsidiary shall equally and ratably reduce the Notes Obligations as provided under Section 3.07, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer to purchase the Notes at 100% of principal amount, plus accrued and unpaid interest, if any; or

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(c)    to make an offer to purchase the Notes at 100% of principal amount, plus accrued and unpaid interest, if any.

Any Net Proceeds that remain following compliance by the Company with its obligations set forth in the second paragraph of this Section 4.07 may be used for any purpose not otherwise prohibited by this Indenture.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings.

SECTION 4.08    Restricted Payments.

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

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

(b)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent Company) any Equity Interests of the Parent Company or any direct or indirect parent of the Parent Company or any Restricted Subsidiary (other than any such Equity Interests owned by the Parent Company or any Restricted Subsidiary);

(c)make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Indebtedness (other than any Subordinated Indebtedness owing to the Parent Company or a Restricted Subsidiary), except a payment of principal (or purchase, redemption, defeasance or other acquisition or retirement for value) within one year of the Stated Maturity thereof; or

(d)make any Restricted Investment

(all such payments and other actions set forth in clauses (a) through (d) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(i)no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(ii)the Parent Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the most recently ended four-quarter period for which

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internal financial statements are available, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

(iii)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) of the next succeeding paragraph), is less than the sum, without duplication, of:

(A)50% of the Consolidated Net Income (or, in each case such Consolidated Net Income is a deficit, minus 100% of such deficit) of the Parent Company since the first day of the fiscal quarter following the fiscal quarter in which the Issue Date occurs, plus

(B)the aggregate net cash proceeds received by the Parent Company after the Issue Date from the sale of Equity Interests or any Indebtedness that is convertible into Capital Stock (other than Disqualified Stock) of the Parent Company or any direct or indirect parent of the Parent Company and has been so converted, plus

(C)the aggregate cash and the fair market value, as determined in good faith by the Board of Directors of the Parent Company, of property and marketable securities received by the Parent Company as capital contributions on and after the Issue Date,

(D)100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Parent Company, of property and marketable securities, in each case, received on and after the Issue Date by means of (A) the sale or other disposition (other than of the Parent Company or a Restricted Subsidiary) of Restricted Investments made by the Parent Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Parent Company or its Restricted Subsidiaries and repayments of loan advances which constitute Restricted Investments by the Parent Company or its Restricted Subsidiaries or (B) the sale (other than to the Parent Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus

(E)the lesser of (x) the fair market value of the Parent Company’s and its Restricted Subsidiaries’ Investments in any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary at the time of such redesignation and (y) the amount of such Investments that were treated as Restricted Investments, plus

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(F)$25 million;

provided that no Restricted Payment (x) of the type described in Section 4.08(c) or (y) of the type described in clause (v) of the next succeeding paragraph may, in each case, be made in reliance on subclause (iii)(F) of Section 4.08.

So long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(i)the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or the giving of the redemption notice, as the case may be, if at the date of declaration or notice, such dividend or redemption payment would have complied with the provisions of this Indenture (provided that the date of such declaration or notice shall be treated as the date on which such Restricted Payment shall have been made);

(ii)the repurchase, redemption, defeasance, retirement or other acquisition of any Subordinated Indebtedness or of any Equity Interests of the Parent Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Parent Company) of, Equity Interests (other than Disqualified Stock) of the Parent Company or Equity Interests of any direct or indirect parent company of the Parent Company (to the extent such net cash proceeds are contributed to the Parent Company);

(iii)the redemption, repurchase, defeasance, retirement or other acquisition of Subordinated Indebtedness in exchange for, or with the net cash proceeds from an incurrence of, Permitted Refinancing Indebtedness;

(iv)the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of any class of its Equity Interests on a pro rata basis;

(v)the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent Company or any Restricted Subsidiaryheld by any member of the Parent Company’s (or any of its Subsidiaries’) management pursuant to any management equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $10 million in any calendar year (with unused amounts in any calendar year being carried over to the next succeeding year, not to exceed an aggregate of $20 million in any calendar year);

(vi)the repurchase of Equity Interests deemed to occur (x) upon the exercise of stock options, warrants or other securities convertible or exchangeable into Equity Interests to the extent such Equity Interests represent a portion of the exercise price of those stock options, warrants or other securities convertible or

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exchangeable into Equity Interests or are surrendered to the Parent Company or any Restricted Subsidiary in satisfaction of the obligation of the holder thereof to pay withholding or other taxes or (y) upon the vesting or settlement of Equity Interests to the extent such Equity Interests are surrendered to the Parent Company or any Restricted Subsidiary in satisfaction of the obligation of the holder thereof to pay withholding or other taxes;

(vii)in the event of a Change of Control, the payment, purchase, redemption, defeasance or other acquisition or retirement of any Subordinated Indebtedness, in each case, at a purchase price not greater than 101% (unless such excess amount is an otherwise permitted Restricted Payment) of the principal amount of such Subordinated Indebtedness, plus any accrued and unpaid interest thereon to the date of purchase; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company or such Guarantor (or a third-party to the extent permitted by this Indenture) shall have made a Change of Control Offer as a result of such Change of Control and shall have repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer;

(viii)in the event the Company has made an offer to purchase Notes pursuant to clause (c) of the second paragraph of Section 4.07 with any Net Proceeds, the payment, purchase, redemption, defeasance or other acquisition or retirement of any Subordinated Indebtedness with any remaining amount of such Net Proceeds at a purchase price not greater than 100% (unless such excess amount is an otherwise permitted Restricted Payment) of the principal amount of such Subordinated Indebtedness, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company shall have purchased all Notes required to be purchased by it with such Net Proceeds pursuant to such provisions;

(ix)the making of any Restricted Investment, directly or indirectly, out of the net cash proceeds of substantially concurrent sales (other than to a Subsidiary) of Equity Interests of the Parent Company or any direct or indirect parent of the Parent Company (to the extent such net cash proceeds are contributed to the Parent Company); and

(x)the repurchase, redemption, retirement or other acquisition of (i) minority Equity Interests of any Person that is a Restricted Subsidiary that were issued to the former owners of such Person (or not acquired from the former owners of such Person originally), or to the former owners of any division or line of business acquired by such Restricted Subsidiary, in an acquisition transaction pursuant to which such Person became a Restricted Subsidiary or such Restricted Subsidiary acquired such division or line of business, (ii) any Indebtedness issued to the former owners of a Person (or to the former owners of a division or line of business) in an acquisition transaction pursuant to which such Person became a Restricted Subsidiary (or such division or line of business was acquired by the

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Parent Company or a Restricted Subsidiary) and/or (iii) any Equity Interests of the Parent Company issued to the former owners of a Person (or to the former owners of a division or line of business) in an acquisition transaction pursuant to which such Person became a Restricted Subsidiary (or such division or line of business was acquired by the Parent Company or a Restricted Subsidiary), in the case of this subclause (iii), for consideration not to exceed the fair market value of such Equity Interests on the date of consummation of such acquisition.

The amount of all Restricted Payments (other than cash) shall 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 Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant and that have a fair market value in excess of $15 million shall be determined in good faith by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee, upon which the Trustee may conclusively rely. For purposes of determining compliance with this Section 4.08, if a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (i) through (x) above, or is entitled to be made pursuant to the first paragraph of this covenant, the Company may, in its sole discretion, classify the Restricted Payment in any manner that complies with this Section 4.08.

SECTION 4.09.    Incurrence of Indebtedness.

(a)The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Parent Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt), if the Fixed Charge Coverage Ratio of the Parent Company for the Parent Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

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

(i)the incurrence by the Parent Company and any Restricted Subsidiary of Indebtedness under Credit Facilities (including amounts outstanding on the Issue Date); provided that the aggregate principal amount of all Indebtedness permitted by this clause (i) at any one time outstanding does not exceed the greater of (x) $250 million less any repayments actually made thereunder with the Net Proceeds of Asset Sales in accordance with clause (b) of the second paragraph of Section 4.07 and (y) the Borrowing Base;

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(ii)the incurrence by the Parent Company and its Restricted Subsidiaries of Existing Indebtedness (excluding amounts outstanding under the ABL Facility at the Issue Date);

(iii)the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date;

(iv)the incurrence by the Parent Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Parent Company or such Restricted Subsidiary, in an aggregate principal amount (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (iv)) not to exceed $50 million at any time outstanding;

(v)the incurrence by the Parent Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, defease, discharge or replace, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clause (ii), (iii), (iv) or (ix) of this paragraph;

(vi)the incurrence by the Parent Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Parent Company and any of its Restricted Subsidiaries; provided, however, that:

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

(B)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi);

(vii)the incurrence by the Parent Company or any of its Restricted Subsidiaries of (a) Hedging Obligations that are incurred for the purpose of hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding and (b) other Hedging Obligations incurred in the ordinary course of business;

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(viii)the guarantee by the Parent Company or any of its Restricted Subsidiaries of Indebtedness of the Parent Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09;

(ix)the incurrence by the Parent Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accrued value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (ix), not to exceed $75 million;

(x)the incurrence by the Parent Company or any of its Restricted Subsidiaries of Indebtedness in respect of judgment, appeal, surety, performance and other like bonds, bankers acceptances and letters of credit provided by the Parent Company and its Restricted Subsidiaries in the ordinary course of business (including any similar Indebtedness incurred to refinance, retire, renew, defease, refund, discharge or otherwise replace any Indebtedness referred to in this clause (x)); and

(xi)indebtedness incurred by the Parent Company or any of its Restricted Subsidiaries arising from agreements or their respective bylaws providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees of letters of credit, surety bonds or performance bonds securing the performance of the Parent Company or any of its Restricted Subsidiaries to any Person acquiring all or a portion of the business or assets of the Parent Company or a Restricted Subsidiary.

(c)For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in paragraphs (b)(i) through (b)(xi) above, or is entitled to be incurred pursuant to paragraph (a) of this Section 4.09, the Parent Company shall be permitted to classify (or later reclassify in whole or in part in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.09 and such Indebtedness will be treated as having been incurred pursuant to such clauses or the first paragraph hereof, as the case may be, as designated by the Parent Company. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09.

SECTION 4.10    Liens.

The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt or trade payables on any asset or property now owned or hereafter acquired except Permitted Liens.

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SECTION 4.11    Dividend and Other Payment Restrictions Affecting Subsidiaries.

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

(i)pay dividends or make any other distributions or pay Indebtedness to the Parent Company or any of the Parent Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Parent Company or any of the Parent Company’s Restricted Subsidiaries;

(ii)make loans or advances to the Parent Company or any Restricted Subsidiary; or

(iii)transfer any of its properties or assets to the Parent Company or any Restricted Subsidiary.

(b)However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(i)agreements governing Existing Indebtedness (including, without limitation, agreements governing the ABL Facility and the Existing Notes) and other contractual encumbrances or restrictions in each case as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the Issue Date (as determined in good faith by the Parent Company);

(ii)this Indenture, the Notes and the Note Guarantees;

(iii)applicable law, rule, regulation or order;

(iv)any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive,

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taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements and instruments on the date of such acquisition;

(v)purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased;

(vi)any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions, loans, advances or asset transfers by that Restricted Subsidiary pending its sale or other disposition; or

(vii)Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded (as determined in good faith by the Parent Company);

(viii)any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture (as determined in good faith by the Parent Company), or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Parent Company) and either (x) the Parent Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;

(ix)Liens securing Indebtedness otherwise permitted to be incurred under Section 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(x)provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

(xi)in the case of clause (iii) of Section 4.11(a) hereof, encumbrances or restrictions:

(A)that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;

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(B)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 Parent Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or

(C)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 Parent Company or any Restricted Subsidiary in any manner material to the Parent Company or any Restricted Subsidiary;

(xii)customary restrictions on such loans, advances or transfers contained in agreements governing Permitted Investments properly made in accordance with the provisions of this Indenture

(xiii)customary non-assignment provisions in leases, licenses and other commercial agreements entered into in the ordinary course of business; and

(xiv)restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business.

SECTION 4.12    Transactions with Affiliates.

The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(a)such Affiliate Transaction is on terms that are no less favorable to the Parent Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent Company or such Restricted Subsidiary with an unrelated Person; and

(b)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15 million, the Parent Company delivers to the Trustee a resolution of the Board of Directors set forth in the Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.12 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, if any.

The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of the prior paragraph:

(a)    any employment agreement entered into by the Parent Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Parent Company or such Restricted Subsidiary;

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(b)    indemnification agreements permitted by law entered into by the Parent Company or any of its Restricted Subsidiaries with any of its Affiliates who are directors, employees or agents of the Parent Company or any of its Restricted Subsidiaries;

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

(d)    payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Parent Company;

(e)    Restricted Payments that are permitted by Section 4.08 hereof;

(f)    payments or loans (or cancellation of loans) to employees or consultants of the Parent Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a majority of the disinterested directors of the Parent Company, if any, in good faith;

(g)    the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Parent Company, any of its direct or indirect parent companies or any Restricted Subsidiary;

(h)    transactions in which the Parent Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national or regional standing stating that such transaction is fair to the Parent Company or such Restricted Subsidiary from a financial point of view;

(i)    any transaction that has been approved by a majority of the disinterested directors of the Parent Company as being fair to the Parent Company and its Restricted Subsidiaries;

(j)    any agreement, instrument or arrangement as in effect on the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by the Parent Company); and

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

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any material respect than the terms of the original agreement in effect on the Issue Date as reasonably determined in good faith by the Parent Company.

SECTION 4.13    Additional Subsidiary Guarantees.

If after the Issue Date the Parent Company or any Restricted Subsidiary acquires or creates another North American Subsidiary that is not the Company or an Excluded Subsidiary (or, if any such North American Subsidiary ceases to constitute an Excluded Subsidiary), then that newly acquired or created North American Subsidiary (or North American Subsidiary that ceases to constitute an Excluded Subsidiary) must become a Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created or ceased to constitute an Excluded Subsidiary.

SECTION 4.14    Limitations on Issuances of Guarantees of Indebtedness.

The Parent Company shall not permit any of its Restricted Subsidiaries that is not a Guarantor of the Notes, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or the Parent Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary to the same extent as such Guarantee of such other Indebtedness, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness.

Notwithstanding the preceding paragraph, any Note Guarantee of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged under the circumstances described in Section 10.05 hereof.

SECTION 4.15    Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Parent Company may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary or Person that becomes a Subsidiary through merger, amalgamation, arrangement or consolidation or otherwise) other than the Company or any direct or indirect parent of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Parent Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.08(d) or under one or more clauses of the definition of Permitted Investments, as determined by the Parent Company. That designation will only be permitted if such Restricted Payment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Parent Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

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SECTION 4.16    [Reserved].

SECTION 4.17    Payments for Consent.

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

SECTION 4.18    Reports.

(a)Whether or not required by the SEC, so long as any Notes are outstanding, the Parent Company shall furnish to the Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations:

(i)all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if the Parent Company were required to file such Forms (other than financial statements of Affiliates of the Parent Company required by Rule 3-16 of Regulation S-X), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Parent Company’s certified independent accountants; and

(ii)all current reports that would be required to be filed with the SEC on Form 8-K if the Parent Company were required to file such reports.

(b)The quarterly and annual financial information required by the preceding paragraph shall 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 Company and the Guarantors separate from the financial condition and results of operations of the other Subsidiaries of the Company.

(c)The filing of the reports above with the SEC shall satisfy the delivery obligations referred to above so long as such documents may be accessed by the public through the SEC’s website.

(d)In addition, whether or not required by the SEC, the Parent Company shall file a copy of all of the information and reports referred to in clauses (a) and (b) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Parent Company also shall comply with the other provisions of Trust Indenture Act § 314(a) to the extent applicable.

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(e)Promptly after the date the annual and quarterly financial information for the prior fiscal period have been furnished pursuant to clause (a) in this Section 4.18 (or prior to such date, if the Parent Company has published an earnings release with respect to such period), the Parent Company will hold a quarterly conference call to review the most recent financial results. At least two Business Days prior to the date such conference call is to be held, the Parent Company will post to its website or a non-public, password-protected website maintained by the Parent Company or a third party an announcement of such quarterly conference call for the benefit of the Holders of the Notes, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which announcement will contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Parent Company (for whom contact information will be provided in such notice) to obtain information on how to access such quarterly conference call. The foregoing conference call requirement will be satisfied by the holding of any such conference call for the holders of common stock of the Parent Company so long as the Persons listed above are provided access to such call.

The Trustee will have no responsibility whatsoever to monitor whether filings or postings described herein have occurred or the timeliness of such filing or posting.

Delivery of reports, information and documents described herein to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Parent Company’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

ARTICLE 5

SUCCESSORS

SECTION 5.01    Merger, Consolidation, or Sale of Assets.

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

(a)either: (i) the Company is the surviving Person; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(b)the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, expressly assumes all the

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obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;

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

(d)the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer conveyance or other disposition has been made, shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

(e)the Company shall deliver to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in Sections 5.01(a) through (d) hereof have been complied with.

In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Sections 5.01(c) and (d) shall not apply to a merger, consolidation, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries.

SECTION 5.02    Successor Corporation Substituted.

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

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01    Events of Default.

Each of the following is an “Event of Default”:

(a)default for 30 days in the payment when due of interest on the Notes;

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(b)default in payment when due of the principal of or premium, if any, on the Notes;

(c)failure by the Parent Company or any of its Restricted Subsidiaries to comply with the provisions described under Sections 4.06 and 5.01 hereof;

(d)failure by the Parent Company or any of its Restricted Subsidiaries to comply with any of the other agreements in this Indenture for 60 days after notice to the Parent Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding;

(e)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Parent Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

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

(ii)results in the acceleration of such Indebtedness prior to its express maturity; and

(iii)in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $35 million or more;

(f)failure by the Parent Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $35 million, which judgments are not paid, discharged or stayed within 60 days following entry of judgment;

(g)except as permitted by this Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee;

(h)the Parent Company, the Company or any of the Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(i)commences a voluntary case,

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

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

(iv)makes a general assignment for the benefit of its creditors, or

(v)generally is not paying its debts as they become due; or

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

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

(ii)appoints a custodian of the Parent Company, the Company or any of the Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary or for all or substantially all of the property of the Parent Company, the Company or any of the Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or

(iii)orders the liquidation of the Parent Company, the Company or any of the Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary;

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

SECTION 6.02    Acceleration.

If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem

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the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding.

SECTION 6.03    Other Remedies.

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

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

SECTION 6.04    Waiver of Past Defaults.

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

SECTION 6.05    Control by Majority.

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

SECTION 6.06    Limitation on Suits.

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

(a)the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

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(b)the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e)during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note, it being understood that the Trustee does not have an affirmative duty to ascertain whether or not a Holder’s actions or forbearances constitute such prejudicial use.

SECTION 6.07    Rights of Holders of Notes to Receive Payment.

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

SECTION 6.08    Collection Suit by Trustee.

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

SECTION 6.09    Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company or any of the Guarantors (or any other obligor upon the Notes), its creditors or its property (and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors (or have its representative appointed as an observer) appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions) and shall be entitled and empowered to collect, receive and distribute any money or other

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

SECTION 6.10    Priorities.

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

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

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

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

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

SECTION 6.11    Undertaking for Costs.

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

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SECTION 6.12    Notice.

The Parent Company is required to deliver to the Trustee annually a statement regarding compliance with this Indenture pursuant to Section 4.03(a). Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

ARTICLE 7

TRUSTEE

SECTION 7.01    Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)Except during the continuance of an Event of Default:

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

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of paragraph (b) of this Section;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a final nonappealable judgment of a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

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(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.

(e)No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.02    Rights of Trustee.

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

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

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or any Guarantor.

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

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

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

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

(j)Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

(k)The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

SECTION 7.03    Individual Rights of Trustee.

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

SECTION 7.04    Trustee’s Disclaimer.

The Trustee shall not be responsible for or make any representation as to the validity or adequacy of this Indenture or the Notes, the Trustee shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, the Trustee shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and the Trustee shall not be responsible for any statement or recital herein or any statement in the Notes, any statement or recital in any document in connection with the sale of the Notes or pursuant to this Indenture other than the Trustee’s certificate of authentication on the Notes

SECTION 7.05    Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the

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notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06    Reports by Trustee to Holders of the Notes.

Within 60 days after each April 15 following the Issue Date (beginning with April 15, 2017), and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c).

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

SECTION 7.07    Compensation and Indemnity.

The Company and the Guarantors shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing between the Company and the Trustee for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company and the Guarantors shall indemnify each of the Trustee and its officers, directors, agents and employees or any successor Trustee against any and all losses, damages, claims, liabilities or expenses (including taxes (other than taxes based on the income of the Trustee)) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor, or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company and the Guarantors of their obligations hereunder. The Company and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld.

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The obligations of the Company and the Guarantors under this Section 7.07 are joint and several and shall survive the satisfaction, discharge or termination of this Indenture and the resignation or removal of the Trustee.

To secure the Company’s and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

“Trustee” for purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

SECTION 7.08    Replacement of Trustee.

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

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

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

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

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

(d)the Trustee becomes incapable of acting.

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

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

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

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

SECTION 7.09    Successor Trustee by Merger, etc.

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

SECTION 7.10    Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

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

SECTION 7.11    Preferential Collection of Claims Against Company.

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

SECTION 7.12    Co-Trustees; Separate Trustee

At any time or times, for the purpose of meeting the legal requirements of any jurisdiction, the Company and the Trustee shall have the power to appoint, and, upon the written request of (i) the Trustee or (ii) the Holders of at least 25% of the outstanding principal amount

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at maturity of the Notes, the Company shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 7.12. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee alone shall have power to make such appointment.

Should any written instrument from the Company be requested by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request of such co-trustee or separate trustee, be executed, acknowledged and delivered by the Company.

Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

(a)The Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee.

(b)The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee.

(c)The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company evidenced by a board resolution, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 7.12, and, in case an Event of Default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.12.

(d)No co-trustee or separate trustee hereunder shall be liable by reason of any act or omission of the Trustee, or any other such trustee, co-trustee or separate trustee hereunder.

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(e)The Trustee shall not be liable by reason of any act or omission of any co-trustee or separate trustee.

(f)Any act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee, as the case may be.

SECTION 7.13    Force Majeure.

In no event shall the Trustee 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 shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 7.14    FATCA.

In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent, holder or other institution is or has agreed to be subject to related to the Indenture, the Company agrees (i) to provide to The Bank of New York Mellon sufficient information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so The Bank of New York Mellon can determine whether it has tax related obligations under Applicable Law, (ii) that The Bank of New York Mellon shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which The Bank of New York Mellon shall not have any liability, and (iii) to hold harmless The Bank of New York Mellon for any losses it may suffer due to the actions it takes to comply with such Applicable Law.  The terms of this section shall survive the termination of this Indenture.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.    Option to Effect Legal Defeasance or Covenant Defeasance

The Company may, at its option at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

SECTION 8.02    Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the

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conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03    Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17 and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “Outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(g) hereof shall not constitute Events of Default.

SECTION 8.04    Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

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In order to exercise either Legal Defeasance or Covenant Defeasance:

(a)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated maturity or on an applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(b)in the case of an election under Section 8.02 hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)no Event of Default or Default shall have occurred and be continuing on the date of such deposit (other than an Event of Default or Default resulting from the borrowing of funds to be applied to such deposit);

(e)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 Parent Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(f)the Company must have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

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

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(h)the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, in the case of the Officers’ Certificate, clauses (a) through (g) and, in the case of the Opinion of Counsel, clauses (b), (c), (e) and (f) of this Section 8.04 relating to the Legal Defeasance or the Covenant Defeasance, as applicable, have been complied with.

SECTION 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

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

The Company and the Guarantors shall jointly and severally pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06    Repayment to Company.

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

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notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

SECTION 8.07    Reinstatement.

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

ARTICLE 9

AMENDMENTS, SUPPLEMENT AND WAIVER

SECTION 9.01    Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Company, the applicable Guarantor(s) and the Trustee may, as applicable, amend or supplement this Indenture, the Notes or the Note Guarantees without the consent of any Holder of a Note:

(a)to cure any ambiguity, defect or inconsistency;

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

(c)to provide for the assumption of the Company’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 hereof;

(d)to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Note;

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

(f)to conform the text of this Indenture or the Notes to any provision of the “Description of New Notes” contained within the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an

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unintended conflict with the description of the corresponding provision in the “Description of New Notes.”

Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and each of the Guarantors in the execution of any amendment or supplement to this Indenture authorized or permitted by the terms of this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02    With Consent of Holders of Notes.

Except as provided below in this Section 9.02, (i) the Company, the Guarantors, and the Trustee, as applicable, may amend or supplement this Indenture (including Sections 3.09, 4.06 and 4.07 hereof), the Note Guarantees and the Notes with the consent of the Holders of at least a majority in 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), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees or the Notes (as they relate to the Notes and the Note Guarantees) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes).

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

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section becomes effective, the Company shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a

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particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

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

(b)reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to Sections 3.09, 4.06 and 4.07 hereof);

(c)reduce the rate of or change the time for payment of interest on any Note;

(d)waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(e)make any Notes payable in money other than that stated in the Notes;

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

(g)waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.06 or 4.07;

(h)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, or amend the provisions of this Indenture relating to the release of Guarantors, except as set forth in this Indenture; or

(i)make any change in the preceding amendment and waiver provisions.

SECTION 9.03    [Reserved].

SECTION 9.04    Revocation and Effect of Consents.

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

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SECTION 9.05    Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplemental indenture or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) that reflect the amendment, supplement or waiver.

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

SECTION 9.06    Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment or supplemental indenture or Note authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company and the Guarantors may not sign an amendment or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture or other document is authorized or permitted by this Indenture.

ARTICLE 10

GUARANTEES

SECTION 10.01    Note Guarantees.

Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium and interest on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of this Indenture and the Notes, the recovery of any judgment against the Company, any action to

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enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that the Note Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. The Notes also shall be guaranteed in the future as required by Section 4.14.

If any Holder or the Trustee is required by any court or otherwise to return to the Company or Guarantors, or any Note Custodian, Trustee, liquidator or other similar official acting in relation to the Company or any of the Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of these Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of these Note Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Note Guarantees.

SECTION 10.02    Limitation of Guarantor’s Liability.

Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm that it is their intention that the Note Guarantee by such Guarantor 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 federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 10 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by guarantees by such parties, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

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SECTION 10.03    Execution and Delivery of Note Guarantees

To evidence the Note Guarantees set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of the Note Guarantees substantially in the form of Exhibit D shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President, Chief Financial Officer or one of its Vice Presidents.

Each Guarantor hereby agrees that the Note Guarantees set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Note Guarantees.

If an officer or Officer whose signature is on this Indenture or on the Note Guarantees no longer holds that office at the time the Trustee authenticates the Note on which the Note Guarantees are endorsed, the Note Guarantees shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantees set forth in this Indenture on behalf of the Guarantors.

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

(a)Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes, or Note Guarantees shall prevent any consolidation, amalgamation, arrangement or merger of a Guarantor with or into the Company or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company or to a Subsidiary Guarantor.

(b)Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes or Note Guarantees shall prevent any consolidation, amalgamation, arrangement or merger of a Guarantor with or into a Person or Persons other than the Company (whether or not affiliated with the Guarantor), or successive consolidations, amalgamations, arrangements or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a Person other than the Company (whether or not affiliated with the Guarantor) authorized to acquire and operate the same; provided, however, that either, as a result of such transaction, such Guarantor will be released from its Note Guarantee pursuant to Section 10.05 or such transaction meets all of the following requirements: (i) either: (a) such Guarantor is the surviving or continuing Person; or (b) the Person formed by or surviving or continuing any such consolidation, amalgamation, arrangement or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or the jurisdiction in which such Guarantor is organized and under the laws of which it is existing; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor), or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, assumes all the obligations of such Guarantor under the Note Guarantees and this Indenture, as

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applicable, pursuant to a supplemental indenture reasonably satisfactory in form to the Trustee; and (iii) immediately after such transaction no Default or Event of Default exists. In case of any such consolidation, amalgamation, arrangement, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Notwithstanding anything herein to the contrary, the foregoing conditions shall not apply to a Guarantor which is a Subsidiary of the Company in connection with a transaction as a result of which such Guarantor will be released from its Note Guarantee as provided in Section 10.05 hereof.

SECTION 10.05    Releases.

The Note Guarantee or the obligations under Section 10.04 hereof of a Guarantor that is a Restricted Subsidiary will be released:

(a)in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger, amalgamation, arrangement, winding-up, consolidation or liquidation), if the Company applies the Net Proceeds of that sale or other disposition in accordance with Section 4.07 hereof to the extent required thereby;

(b)in connection with any sale, transfer or other disposition of all of the Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary, if the Company applies the Net Proceeds thereof in accordance with Section 4.07 hereof to the extent required thereby;

(c)so long as no Event of Default has occurred and is continuing, if such Subsidiary Guarantor would constitute an Excluded Subsidiary under clause (c) or (d) of the definition of “Excluded Subsidiary,” upon the delivery of an Officers’ Certificate to the Trustee certifying that such Subsidiary Guarantor is an Excluded Subsidiary under such clause; or

(d)upon a Legal Defeasance or Covenant Defeasance or upon satisfaction and a discharge of this Indenture in accordance with Article 11.

Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.07 hereof, the Trustee shall at the written request of the Company execute any documents reasonably required in order to

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evidence the release of any Guarantor from its obligations under its Note Guarantees. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

SECTION 10.06    “Trustee” to Include Paying Agent.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article 10 shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as if such Paying Agent were named in this Article 10 in place of the Trustee.

ARTICLE 11

SATISFACTION AND DISCHARGE

SECTION 11.01    Satisfaction and Discharge.

This Indenture shall upon the request of the Company cease to be of further effect (except as the Company’s obligations under Section 7.07 hereof, and the Trustee’s and the Paying Agent’s obligations under Section 11.02 hereof) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when

(a)either

(i)all outstanding Notes theretofore authenticated and delivered (other than (A) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (B) Notes for whose payment money has been deposited in trust with the Trustee or any Paying Agent and thereafter paid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

(ii)all such Notes not theretofore delivered to the Trustee for cancellation

(A)have become due and payable;

(B)shall become due and payable at their Stated Maturity within one year; or

(C)are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company,

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and the Company, in the case of clause (ii) above, has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness of such Notes not theretofore delivered to the Trustee for cancellation, for principal of (premium, if any) and interest to the date of such deposit (in the case of Notes which have become due and payable) or the Stated Maturity or redemption date, and the Holders have a valid perfected exclusive security interest on such deposit, as the case may be;

(b)the Company has paid or caused to be paid all other sums then due and payable hereunder by the Company;

(c)no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit and after giving effect to such deposit; and

(d)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligations in Sections 2.03, 2.04, 2.06, 2.07, 2.11, 7.07, 7.08, 12.02, 12.03 and 12.04, and the Trustee’s and Paying Agent’s obligations in Section 11.02 shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 shall survive.

SECTION 11.02    Application of Trust.

All money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and, at the written direction of the Company (such direction to specify the particular investment to be made), be invested prior to maturity in U.S. Government Obligations, and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

The Company shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money deposited pursuant to Section 11.01 or against any investment made in U.S. Government Obligations pursuant to this Section 11.02 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

In the event of a loss on the sale of any investment made pursuant to this Section 11.02, the Trustee shall have no responsibility in respect of such loss except that the Trustee shall notify the Company of the amount of such loss and the Company shall promptly pay such amount to the Trustee to be credited as part of the moneys originally invested. The Trustee shall have no liability whatsoever for any loss, fee, tax or other charge incurred in connection with any investment, reinvestment or liquidation of an investment hereunder.

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ARTICLE 12

MISCELLANEOUS

SECTION 12.01    Notices.

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

If to the Company or any Guarantor:

Cenveo Corporation

c/o Cenveo, Inc.

200 First Stamford Place, 2^nd Floor

Stamford, Connecticut 06902

Telephone.: 203-595-3000

Attention: Ian Scheinmann, Senior Vice President, Legal Affairs

If to the Trustee:

The Bank of New York Mellon

101 Barclay Street, Floor 7E

New York, New York 100286

Telecopier No: (212) 815-5704

Attention: Corporate Trust Administration

The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

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. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

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The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Notwithstanding anything to the contrary contained herein, as long as the Notes are in the form of Global Notes, notice to the Holders may be made electronically in accordance with procedures of the Depositary.

SECTION 12.02 Communication by Holders of Notes with Other Holders of Notes.

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

SECTION 12.03    Certificate and Opinion as to Conditions Precedent.

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

(a)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

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SECTION 12.04    Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than Officers’ Certificates delivered pursuant to Section 4.03) shall include:

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

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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

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

SECTION 12.05    Rules by Trustee and Agents.

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

SECTION 12.06 No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator or stockholder or other owner of Capital Stock of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 12.07    Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

SECTION 12.08    No Adverse Interpretation of Other Agreements.

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

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SECTION 12.09    Successors.

All agreements of the Company and the Guarantors in this Indenture, the Notes and the Note Guarantees shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.10    Severability.

In case any provision in this Indenture, the Notes or the Note Guarantees 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 12.11    Counterpart Originals.

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

SECTION 12.12    Table of Contents, Headings, etc.

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

SECTION 12.13    Record Date for Voting by or Consent of Holders.

In any instance in which the Holders shall be entitled to vote or consent to any matter, the record date for such vote or consent shall be the date specified in TIA Section 316(c), unless otherwise provided herein.

SECTION 12.14    Waiver of Jury Trial.

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

SECTION 12.15    Conversion of Currency.

The Company and the Guarantors covenant and agree that the following provisions shall apply to conversion of currency in the case of the Notes, this Indenture and any other Notes documents:

(a)If, for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “judgment currency”) an amount due in any other currency (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the

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judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company or the Guarantors, as the case may be, shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due.

(b)In the event of the winding-up of the Company at any time while any amount or damages owing under the Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the case may be, due or contingently due under the Notes, this Indenture or any other Notes documents (other than under this paragraph (b)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this paragraph (b), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.

(c)The obligations contained in paragraph (a) and (b) of this Section 12.15 shall constitute obligations of the Company separate and independent from its other respective obligations under the Notes, this Indenture and any other Notes documents, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or the liquidator or otherwise or any of them. In the case of paragraph (b) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(d)The term “rate(s) of exchange” shall mean the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in Montréal at 12:00 noon (Montréal, Canada time) for purchases of the Base Currency with the judgment currency other than the Base Currency referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.

(e)The Trustee shall have no duty or liability with respect to monitoring or enforcing this Section 12.15.

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SECTION 12.16    Currency Equivalent.

Except as provided in Section 12.15, for purposes of the construction of the terms of this Indenture, the Notes or the other Notes documents, in the event that any amount is stated herein in the currency of one nation (the “First Currency”), as of any date such amount shall also be deemed to represent the amount in the currency of any other relevant nation which is required to purchase such amount in the First Currency at the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in Montréal, Canada at 12:00 noon (Montréal, Canada time) on the date of determination.

SECTION 12.17    PATRIOT Act.

The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (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.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties have executed this Indenture as of the date first written above.

CENVEO CORPORATION

By: /s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

Each entity listed on Schedule A hereto

By: /s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

[Cenveo - Signature Page to New Notes Indenture]

THE BANK OF NEW YORK MELLON, as Trustee

By:         /s/ Laurence J. O' Brien

Name:     Laurence J. O' Brien

Title:        Vice President

[Cenveo - Signature Page to New Notes Indenture]

Schedule A

SCHEDULE OF GUARANTORS

Cenveo, Inc.

Cenveo Omemee LLC

Cenveo Services, LLC

CNMW Investments, Inc.

Colorhouse China, Inc.

Discount Labels, LLC

Rx Technology Corp.

RX JV Holding, Inc.

CRX Holding, Inc.

CRX JV, LLC

Madison/Graham ColorGraphics, Inc.

Madison/Graham ColorGraphics Interstate Services, Inc.

Cadmus Delaware, Inc.

Cadmus Financial Distribution, Inc.

Cadmus International Holdings, Inc.

Cadmus Journal Services, Inc.

Cadmus Marketing Group, Inc.

Cadmus Marketing, Inc.

Cadmus/O’Keefe Marketing, Inc.

Cadmus Printing Group, Inc.

Cadmus UK, Inc.

CDMS Management, LLC

Expert Graphics, Inc.

Garamond/Pridemark Press, Inc.

Old TSI, Inc.

Port City Press, Inc.

Vaughan Printers Incorporated

VSUB Holding Company

Commercial Envelope Manufacturing Co. Inc.

Cenveo CEM, LLC

Cenveo CEM, Inc.

Lightning Labels, LLC

Nashua Corporation

Nashua International, Inc.

Envelope Product Group, LLC

EXHIBIT A

(Face of Note)

CUSIP/ISIN: [          ]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE

TRANSFERRED ONLY, ON OR AFTER THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR, IN THE CASE OF RULE 144A NOTES, AND 40 DAYS, IN THE CASE OF REGULATION S NOTES, 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 COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THE SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) (i) TO A PERSON WHO IS NOT, AND FOR A PERIOD OF AT LEAST THREE MONTHS IMMEDIATELY PRIOR TO SUCH TRANSFER HAS NOT BEEN, ONE OF OUR “AFFILIATES” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) NOR ACTING ON OUR BEHALF AND (a) IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (ii) TO THE COMPANY, (iii) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, (iv) 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 (v) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSES (i)(c), (iii) OR (iv) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[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.]

6.000% Senior Notes due 2024

No. [ ]                                                   $[ ]

CENVEO CORPORATION

promises to pay to Cede & Co.

or registered assigns,

the principal sum of []

_________________________

on May 15, 2024.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated: []

CENVEO CORPORATION

By:

Name: Robert G. Burton, Sr.

Title: Chief Executive Officer

By:

Name: Scott J. Goodwin

Title: Chief Financial Officer

This is one of the

Notes referred to in the

within-mentioned Indenture:

THE BANK OF NEW YORK MELLON

as Trustee

Dated:

By:

Authorized Signatory

(Back of Note)

6.000% Senior Notes due 2024

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest. Cenveo Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 6.000% per annum from June 10, 2016 until maturity. The Company will pay interest semi-annually in arrears on each May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be November 15, 2016. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time at a rate that is 1% per annum in excess of the interest rate on this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.Method of Payment. The Company will pay interest on the Notes (except defaulted interest), if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 and November 1, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.Paying Agent and Registrar. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of the Guarantors may act in any such capacity.

4.Indenture. The Company issued the Notes under an Indenture dated as of June 10, 2016 (the “Indenture”) among the Company, the Guarantors and the Trustee. This Note is one of a duly authorized issue of notes of the Company designated as its 6.000% Senior Notes due 2024, which may be issued under the Indenture. The Company shall be entitled to issue Additional Notes pursuant to the Indenture. The Notes and any Additional Notes issued in accordance with the Indenture are treated as a single class of securities under the Indenture unless otherwise specified. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior obligations of the Company.

5.Optional Redemption. Except as provided below, the Notes may not be redeemed prior to their final maturity at the option of the Company.

(a)Prior to May 15, 2020, the Notes may be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b)On or after May 15, 2020, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

Year	Percentage
2020..............................................................................................................................................	103.000%
2021..............................................................................................................................................	101.500%
2022 and thereafter.......................................................................................................................	100.000%

(c)In addition, prior to May 15, 2020, the Company may at its option on any one or more occasions redeem the Notes (including Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under the Indenture at a redemption price of 106.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(i) at least 65% of such aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (other than Notes held directly or indirectly by the Parent Company, the Company and its Affiliates); and

(ii)each such redemption must occur within 90 days of the date of the closing of such Equity Offering

(iii)

6.Mandatory Redemption.

The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7.Repurchase At Option of Holder.

(a)If there is a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof (provided, however that no Notes will be purchased in part if such Note would have a remaining principal amount of less than $2,000) of each Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)If the Parent Company or any of its Restricted Subsidiaries consummate an Asset Sale or an Event of Loss offer, the Company shall, if required by Section 4.07 of the Indenture, promptly commence an offer to all Holders of Notes (an “Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Net Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or $1,000 integral multiples thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Offer from the Company at least twenty Business Days prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

8.Notice of Redemption. Notice of redemption will be given at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption.

9.Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register

the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption or during the period between a record date and the corresponding Interest Payment Date.

10.Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

11.Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Guarantees or the Notes may be amended or supplemented, and any existing default or compliance with any provision of the Indenture, the Guarantees or the Notes may be waived, with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture, the Guarantees, or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes in case of a merger, amalgamation or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, or to comply with the requirements of the SEC in order to effect the qualification of the Indenture under the Trust Indenture Act.

12.Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes; (iii) failure by the Parent Company or any of its Restricted Subsidiaries to comply with Sections 4.06 and 5.01 of the Indenture; (iv) failure by the Parent Company or any of its Restricted Subsidiaries to comply with any other agreements in the Indenture or the Notes for 60 days after notice to the Parent Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Parent Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $35.0 million or more; (vi) the failure by the Parent Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any Note Guarantee of a Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Parent Company or any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable.

Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Parent Company, Company, any Restricted Subsidiary constituting a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. If an Event of Default occurs by reason of willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in the Indenture or herein to the contrary notwithstanding.

The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Parent Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

13.Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

14.No Recourse Against Others. A director, officer, employee, incorporator or stockholder of the Company or the Guarantors, as such, shall not have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the 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. The waiver and release are part of the consideration for the issuance of the Notes.

15.Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

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

18.CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP

numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

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

Cenveo Corporation

c/o Cenveo, Inc.

200 First Stamford Place, 2^nd Floor

Stamford, Connecticut 06902

Telephone.: 203-595-3000

Attention: Ian Scheinmann, Senior Vice President, Legal Affairs

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

_____________________________________________________________________________________________________        

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

_____________________________________________________________________________________________________    

_____________________________________________________________________________________________________    

_____________________________________________________________________________________________________        

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

and irrevocably appoint     ________________________________________________________

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

Date:_____________

Your Signature:

(Sign exactly as your name

appears on the face of this Note)

Signature Guarantee:     _______________________

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 3.09 or 4.06 of the Indenture, check the box below:

o Section 3.09o Section 4.06

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 3.09 or Section 4.06 of the Indenture, state the amount you elect to have purchased:

$_______________

Date:     _________________

Your Signature:

(Sign exactly as your name

appears on the face of this Note)

Tax Identification No.: ______________

Signature Guarantee:     ___________________

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE¹ 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

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

_________________________________________

¹ Schedule to be deleted in the case of Definitive Notes.

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Cenveo Corporation

c/o Cenveo, Inc.

200 First Stamford Place, 2nd Floor

Stamford, Connecticut 06902

The Bank of New York Mellon

101 Barclay Street, Floor 7E

New York, New York 100286

Telecopier No: (212) 815-5704

Attention: Corporate Trust Administration

Re: 6.000% Senior Notes due 2024

Reference is hereby made to the Indenture, dated as of June 10, 2016 (the “Indenture”), among Cenveo Corporation, as issuer (the “Company”), the Guarantors (as defined therein) and The Bank of New York Mellon, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

________________, (the “Transferor”) owns and proposes to transfer the Notes[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.oCheck if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Notes is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States and other jurisdictions. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2.oCheck if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the

B- 1

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 Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3.oCheck if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

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

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

(c)oCheck 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

B- 2

Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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

(a)osuch Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

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

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

B- 3

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

__________________________________________    

[Insert Name of Transferor]

By: ___________________________________

Name:

Title:

Signature Guarantee: ______________________

Dated:__________, ____

B- 4

ANNEX A TO CERTIFICATE OF TRANSFER

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

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

(a)oa beneficial interest in the:

(i)o144A Global Note (CUSIP ____), or

(ii)oRegulation S Global Note (CUSIP ____), or

(b)oa Restricted Definitive Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)oa beneficial interest in the:

(i)o144A Global Note (CUSIP ____), or

(ii)oRegulation S Global Note (CUSIP ____), or

(iii)oUnrestricted Global Note (CUSIP ____); or

(b)oa Restricted Definitive Note; or

(c)oan Unrestricted Definitive Note.

in accordance with the terms of the Indenture.

B- 5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Cenveo Corporation

c/o Cenveo, Inc.

200 First Stamford Place, 2nd Floor

Stamford, Connecticut 06902

The Bank of New York Mellon

101 Barclay Street, Floor 7E

New York, New York 100286

Telecopier No: (212) 815-5704

Attention: Corporate Trust Administration

Re: 6.000% Senior Notes due 2024

Reference is hereby made to the Indenture, dated as of June 10, 2016 (the “Indenture”), among Cenveo Corporation, as issuer (the “Company”), the Guarantors (as defined therein) and The Bank of New York Mellon, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

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

1.Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

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

C-1

Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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

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

2.Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

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

(b)oCheck if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note, 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

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Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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

________________________________________    

[Insert Name of Owner]

By: _________________________________

Name:

Title:

Dated:__________, ____

C-3

EXHIBIT D

GUARANTEE

Each of the undersigned hereto (hereinafter referred to as the “Guarantors”, which term includes any successor or additional Guarantor under the Indenture (the “Indenture”) referred to in the Note upon which this notation is endorsed) (i) has unconditionally guaranteed (a) the due and punctual payment of the principal of, premium and interest on the Notes, whether at maturity or interest payment date, by acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and (if lawful) interest on the Notes, (c) the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in the Indenture, and (d) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise and (ii) has agreed to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in accordance with the terms of the Indenture in enforcing any rights under this Guarantee.

No shareholder, officer, director, employee or incorporator, as such, past, present or future, of the Guarantors shall have any personal liability under this Guarantee by reason of his or its status as such shareholder, officer, director, employee or incorporator.

This Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.

This Guarantee shall be automatically and unconditionally released and discharged under the circumstances described in Section 10.05 of the Indenture.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

EACH ENTITY LISTED ON SCHEDULE I HERETO

By: _________________________________

Name:

Title: Chief Financial Officer

D-1

SCHEDULE I

Cenveo, Inc.

Cenveo Omemee LLC

Cenveo Services, LLC

CNMW Investments, Inc.

Colorhouse China, Inc.

Discount Labels, LLC

Rx Technology Corp.

RX JV Holding, Inc.

CRX Holding, Inc.

CRX JV, LLC

Madison/Graham ColorGraphics, Inc.

Madison/Graham ColorGraphics Interstate Services, Inc.

Cadmus Delaware, Inc.

Cadmus Financial Distribution, Inc.

Cadmus International Holdings, Inc.

Cadmus Journal Services, Inc.

Cadmus Marketing Group, Inc.

Cadmus Marketing, Inc.

Cadmus/O’Keefe Marketing, Inc.

Cadmus Printing Group, Inc.

Cadmus UK, Inc.

CDMS Management, LLC

Expert Graphics, Inc.

Garamond/Pridemark Press, Inc.

Old TSI, Inc.

Port City Press, Inc.

Vaughan Printers Incorporated

VSUB Holding Company

Commercial Envelope Manufacturing Co. Inc.

Cenveo CEM, LLC

Cenveo CEM, Inc.

Lightning Labels, LLC

Nashua Corporation

Nashua International, Inc.

Envelope Product Group, LLC

D-2

Exhibit E

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Cenveo Corporation

c/o Cenveo, Inc.

200 First Stamford Place, 2nd Floor

Stamford, Connecticut 06902

The Bank of New York Mellon

101 Barclay Street, Floor 7E

New York, New York 100286

Telecopier No: (212) 815-5704

Attention: Corporate Trust Administration

Re: 6.000% Senior Notes due 2024

Reference is hereby made to the Indenture, dated as of June 10, 2016 (the “Indenture”), among Cenveo Corporation, as issuer (the “Company”), the Guarantors (as defined therein) and The Bank of New York Mellon, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $__________ aggregate principal amount of:

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

(b)    oa Definitive Note.

We confirm that;

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

2.We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) an “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act,

E-1

(D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3.We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. We further understand that any subsequent transfer by us of the Notes or beneficial interest therein acquired by us must be effected through one of the Placement Agents.

4.We are an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an “accredited investor”) as to each of which we exercise sole investment discretion.

6.We are not, and will not transfer the Notes to, an entity holding “plan assets,” within the meaning of 29 C.F.R. 2510.3-101, of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”) or any “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or (2) our purchase and holding of the Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or any substantially similar applicable law).

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

______________________________________________    

[Insert Name of Accredited Investor]

By: _______________________________________

Name:

Title:

Signature Guarantee: ___________________________

Dated:__________, ____

E-2

EX-4.3

EXHIBIT 4.3

EXECUTION VERSION

_____________________________________________________________________________________________

WARRANT AGREEMENT

Between

CENVEO, INC.

and

COMPUTERSHARE TRUST COMPANY, N.A.

as

Warrant Agent

_____________________________

Dated as of June 10, 2016

_____________________________________________________________________________________________

WARRANT AGREEMENT (the “Agreement”), dated as of June 10, 2016, between CENVEO, INC., a Colorado corporation (together with any successors and assigns, the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as warrant agent (with any successor warrant agent, the “Warrant Agent”).

A.    Pursuant to a dealer manager agreement (the “Dealer Manager Agreement”) dated May 10, 2016 among Cenveo Corporation, the Company, the other Guarantors named therein, and J.P. Morgan Securities LLC, as Dealer Manager named in the Dealer Manager Agreement, and certain relating arrangements contemplated in the Dealer Manager Agreement, the Company has agreed to issue to certain holders of the 11.500% senior notes due 2017 and the 7.00% senior exchangeable notes, in each case of Cenveo Corporation, as further described in the Dealer Manager Agreement (such holders collectively, the “Noteholders”) warrants (the “Warrants”), each Warrant initially entitling the Holder (as defined herein) thereof to purchase one share of Common Stock (as defined herein) of the Company, on the terms and subject to the conditions set forth herein, at the Exercise Price (as defined herein).

B.     The Company desires the Warrant Agent as warrant agent to assist the Company in connection with the issuance, exchange, cancellation, replacement and exercise of the Warrants, and in this Agreement wishes to set forth, among other things, the terms and conditions on which the Warrants may be issued, exchanged, canceled, replaced and exercised.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein, the Company and the Warrant Agent hereby agree as follows:

Defined terms used in this Agreement shall, unless the context otherwise requires, have the meanings specified below. Certain additional terms are set forth elsewhere in this Agreement. Any reference to any section of applicable law shall be deemed to include successor provisions thereto.

“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, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“Agreement” has the meaning given to it in the preamble above.

“Board of Directors” means the board of directors of the Company or any duly authorized committee thereof.

“Business Day” means any day that is not a Saturday, Sunday or a day on which banking institutions in New York or New Jersey are authorized or required by law to be closed.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations, rights in or other equivalents (however designated and whether voting or non-voting) of such Person’s capital stock, whether outstanding on the Issue Date or issued after the Issue Date, and any and all rights (other than any evidence of indebtedness), warrants or options exchangeable for or convertible into such capital stock.

“Cashless Exercise Ratio” has the meaning given to it in Section 7.

“Certificated Warrant” means a definitive physical warrant in registered form.

“class” means, when referring to any Capital Stock, any class or series of such Capital Stock.

“Clearstream” means Clearstream Banking, Societe Anonyme, Luxembourg.

“Common Stock” means the Common Stock of the Company, par value $0.01 per share.

1

“Company” has the meaning given to it in the preamble above.

“Daily Exercise Value” means, with respect to any Trading Day, 1/20th of the Volume Weighted Average Price per share of the Common Stock on such Trading Day.

“Dealer Manager” means J.P. Morgan Securities LLC.

“Dealer Manager Agreement” has the meaning given to it in the preamble above.

“Depositary” has the meaning given to it in Section 2.

“Direct Participant” means, with respect to the Depositary (as defined in Section 2), Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream).

“DTC” has the meaning given to it in Section 2.

“Election to Exercise” has the meaning given to it in Section 7.

“Euroclear” means Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System.

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

“Exercise Date” with respect to a Warrant means the date on which the Holder of the Warrant has complied with all requirements described in Section 7 for exercising such Warrant.

“Exercise Price” has the meaning given to it in Section 7.

“Exercise Rate” has the meaning given to it in Section 13.

“Exercise Reference Period” means the period of 20 consecutive Trading Days ending on the Trading Day immediately preceding the Exercise Date.

“Exercise Value” means the sum of the Daily Exercise Values for each of the 20 consecutive trading days of the applicable Exercise Reference Period.

“Expiration Date” means June 10, 2024.

“Fundamental Transaction” has the meaning given to it in Section 13.

“Global Shares” has the meaning given to it in Section 7.

“Global Warrants” has the meaning given to it in Section 2.

“Guarantor” means each Person listed on Schedule I hereto.

“Holders” has the meaning given to it in Section 4.

“Indirect Participant” means a person who holds a beneficial interest in a Global Warrant (as defined in Section 2) through a Direct Participant.

“Institutional Accredited Investor” has the meaning given to it in Section 6.

2

“Issue Date” means each of June 10, 2016 and such other dates as the Company shall, from time to time, communicate to the Warrant Agent upon one week’s written notice, provided, that any such date shall relate solely to the Warrants issued on such date.

“Last Reported Sale Price” shall be calculated by the Company and means, for the Common Stock on any date, the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is listed for trading. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, then the “Last Reported Sale Price” will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” will be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Liquidating Distribution” has the meaning given to it in Section 13.

“Market Disruption Event” means (a) a failure by the primary exchange or quotation system on which the Common Stock trades or is quoted, as the case may be, to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Trading Day for an aggregate one-half hour period of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

“Noteholders” has the meaning given to it in the preamble above.

“Officers’ Certificate” means a certificate signed by two officers of the Company, one of whom must be the principal executive officer, principal financial officer or principal accounting officer.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Private Placement Legend” has the meaning given to it in Section 6(h).

“QIB” has the meaning given to it in Section 6.

“Rule 144A” has the meaning given to it in Section 6.

“SEC” means the Securities and Exchange Commission.

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

“Share Purchase Rights” means any rights to purchase capital stock of any Person pursuant to a customary “poison pill” rights plan.

“Trading Day” is any day on which trading in the Common Stock generally occurs and there is no Market Disruption Event.

“Transfer Agent” has the meaning given to it in Section 11.

“Volume Weighted Average Price” per share of Common Stock on any Trading Day means the per share volume-weighted average price on The New York Stock Exchange as displayed under the heading “Bloomberg VWAP” on Bloomberg page “LPX<equity>VAP” (or any successor page thereto) in respect of the period from the scheduled open of trading until the scheduled close of trading on the primary trading session on such trading day (or

3

if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day as determined in a commercially reasonable manner by the Board of Directors using a volume-weighted method) and will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“Warrants” has the meaning given to it in the preamble above.

“Warrant Agent” has the meaning given to it in the preamble above.

“Warrant Certificates” has the meaning given to it in Section 2.

“Warrantholders” has the meaning given to it in Section 4.

“Warrant Register” has the meaning given to it in Section 4.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of Warrants from time to time.

SECTION 1.Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the express terms and conditions set forth in this Agreement (and no implied terms or conditions), and the Warrant Agent hereby accepts such appointment.

SECTION 2.Warrant Certificates. The certificates representing the Warrants (“Warrant Certificates”) will initially be issued substantially in the form of Exhibit A attached hereto in the form of (i) one or more Certificated Warrants to certain Noteholders that are not QIBs and (ii) one or more registered global warrants (the “Global Warrants”) to certain Noteholders that are QIBs. The Global Warrants shall be duly executed by the Company and countersigned by the Warrant Agent and deposited with Computershare Trust Company, N.A., as custodian (the “Custodian”) for the Depositary (as defined below), and registered in the name of DTC (as defined below) or the nominee of DTC for credit to the accounts of DTC’s Direct and Indirect Participants. Any Global Warrants to be delivered pursuant to this Agreement shall bear the legend set forth in Exhibit B(1) attached hereto. The Global Warrants shall represent such of the outstanding Warrants as shall be specified therein, and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, but only in accordance with the terms hereof. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Custodian in accordance with written instructions given to it by the Warrant Agent, in accordance with written instructions given to the Warrant Agent by the Holder thereof pursuant to the terms of this Agreement. The Depository Trust Company (“DTC”) shall act as the “Depositary” with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant Agent. Subsequent to the issuance of Global Warrants, Certificated Warrants in respect thereof will only be issued if (a) DTC notifies the Company that DTC is no longer willing or able to act as a depositary for the Global Warrants and the Company is unable to locate a qualified successor within 90 days, or (b) DTC notifies the Company that DTC has ceased to be a clearing agency registered under the Exchange Act. With respect to the rights, duties, obligations and liabilities of the Warrant Agent, in the event of any conflict or inconsistency between this Agreement and the terms of the Warrants, the provisions of this Agreement shall govern in all respects.

SECTION 3.Execution of Warrant Certificates. Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board, President, Chief Executive Officer, a Vice President, Treasurer, an Assistant Treasurer or Chief Financial Officer and by a Vice President, its Secretary or an Assistant Secretary. Each such signature upon the Warrant Certificates may be in the form of a facsimile signature of any such present or future officer and may be imprinted or otherwise reproduced on the Warrant Certificates.

In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned by the Warrant Agent, or disposed of by the Company, such Warrant Certificates nevertheless may be countersigned and delivered or

4

disposed of as though such person had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Warrant Certificates shall be dated the date of countersignature by the Warrant Agent.

SECTION 4.Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the office of the Warrant Agent designated for such purpose (the “Warrant Register”) as they are issued.

Warrant Certificates shall be countersigned by the Warrant Agent (by either manual or facsimile signature) and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, a Vice President, the Treasurer, an Assistant Treasurer, Chief Financial Officer, Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement.

The Company and the Warrant Agent may deem and treat the registered holders (the “Holders” or “Warrantholders”) of the Warrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

SECTION 5.Transfer and Exchange of Warrants. The Warrant Agent shall from time to time, upon the written request of a Holder, subject to the limitations of Section 6, register the transfer of any outstanding Warrants upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged.

Upon registration of transfer, the Company shall execute and the Warrant Agent shall countersign and deliver by mail a new Warrant Certificate or Certificates to the persons entitled thereto. The Warrant Certificates may be exchanged at the option of the Holder thereof, when surrendered at the office or agency of the Company maintained for such purpose, which initially will be the office of the Warrant Agent designated for such purpose for another Warrant Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares.

No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

SECTION 6.Registration of Transfers and Exchanges.

(a)Transfer and Exchange of Warrants. When Warrants are presented to the Warrant Agent with a request:

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(i) to register the transfer of the Warrants; or

(ii) to exchange such Warrants for an equal number of Warrants of other authorized denominations,

the Warrant Agent shall register the transfer or make the exchange as requested if (and may refuse to register any transfer or exchange unless) the requirements under this Agreement as set forth in this Section 6 for such transactions are met; provided, however, that the Warrants presented or surrendered for registration of transfer or exchange:

(x) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or by his or her representative, duly authorized in writing and affixed with a signature guarantee from a guarantor participating in a medallion signature guarantee program approved by the Securities Transfer Association at a guarantee level acceptable to the Warrant Agent; and

(y) unless the Private Placement Legend has been removed from the certificate evidencing such Warrants, such Warrants shall be accompanied, in the reasonable discretion of the Company, by the following additional information and documents, as applicable, it being understood, however, that the Warrant Agent need not determine which clause (A) through (F) below is applicable (and the Company shall inform the Warrant Agent in writing which clause (A) through (F) below is applicable):

(A) if such Warrant is being delivered to the Warrant Agent by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit C hereto); or

(B) if such Warrant is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (a “QIB”) in accordance with Rule 144A under the Securities Act, a certification to that effect (in substantially the form of Exhibit C hereto); or

(C) if such Warrant is being transferred to an institutional accredited investor within the meaning of subparagraph (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act (an “Institutional Accredited Investor”), delivery by the transferor of a certification to that effect (in substantially the form of Exhibit C hereto), and delivery of a Transferee Letter of Representation in connection with Transfers to Institutional Accredited Investors (in substantially the form of Exhibit D hereto) and an opinion of counsel and/or other information reasonably acceptable to the Company and the Warrant Agent to the effect that such transfer is in compliance with the Securities Act; or

(D) if such Warrant is being transferred in reliance on Regulation S under the Securities Act, delivery by the transferor of a certification to that effect (in substantially the form of Exhibit C hereto), and a Transferee Letter of Representation in connection with Transfers pursuant to Regulation S in the form of Exhibit E hereto; or

(E) if such Warrant is being transferred in reliance on Rule 144 under the Securities Act, delivery by the transferor of (i) a certification from the

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transferor to that effect (in substantially the form of Exhibit C hereto), and (ii) an opinion of counsel reasonably satisfactory to the Company and the Warrant Agent to the effect that such transfer is in compliance with the Securities Act; or

(F) if such Warrant is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in substantially the form of Exhibit C hereto), and an opinion of counsel from the transferee or transferor reasonably acceptable to the Company and the Warrant Agent to the effect that such transfer is in compliance with the Securities Act.

(b)Exchange or Transfer of a Certificated Warrant for a Beneficial Interest in a Global Warrant. A Certificated Warrant may not be exchanged (including in connection with any transfer of a Warrant) by a Holder for a beneficial interest in a Global Warrant except upon satisfaction of the requirements set forth below. Upon receipt by the Warrant Agent of a Certificated Warrant, duly endorsed or accompanied by appropriate instruments of transfer, in form reasonably satisfactory to the Warrant Agent, together with:

(i) unless the Private Placement Legend has been removed from the certificate evidencing the Warrants, certification from such Holder (in substantially the form of Exhibit C hereto) that such Holder is a QIB or that such Certificated Warrant is being transferred to a QIB in accordance with Rule 144A under the Securities Act, except that if the Holder is an “institutional accredited investor” and not a QIB under the Securities Act, the Company shall use good faith efforts to cause such Certificated Warrant to be exchanged for a beneficial interest in the Global Warrant (or an additional global warrant in respect of “institutional accredited investors” and not QIBs); and

(ii) written instructions directing the Warrant Agent to make, or to direct the Custodian to make, an endorsement on the Global Warrant to reflect an increase in the aggregate amount of the Warrants represented by the Global Warrant (or, if applicable, to create a new global warrant as contemplated by clause (i) above),

then the Warrant Agent shall cancel such Certificated Warrant and cause, or direct the Depositary to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Warrant Agent, the number of Warrants represented by the Global Warrant to be increased accordingly (or, if applicable, to create a new global warrant as contemplated by clause (i) above). If no Global Warrant is then outstanding, the Company shall issue and the Warrant Agent shall upon written instructions from the Company authenticate a new Global Warrant in the appropriate amount.

(c)Transfer or Exchange of Beneficial Interests in Global Warrants.. The transfer or exchange of beneficial interests in Global Warrants shall be effected through the Depositary in accordance with the procedures of the Depositary therefor. For the avoidance of doubt, there shall be no limitation on the transfer or exchange of beneficial interests in the Global Warrants, so long as such transfer or exchange is effected in accordance with applicable securities laws and the procedures of the Depositary therefor.

(d)Transfer or Exchange of a Beneficial Interest in a Global Warrant for a Certificated Warrant.

(i) Subject in all cases to the provisions of Section 2, any Person having a beneficial interest in a Global Warrant may exchange (including any exchange in connection with any transfer of a Warrant) such beneficial interest for a Certificated Warrant upon receipt by the Warrant Agent of written instructions or such other form of instructions as is customary for the Depositary from the

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Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Warrant, including a written order containing registration instructions and, unless the Private Placement Legend has been removed from the certificate evidencing such Global Warrants, the following additional information and documents:

(A) if such beneficial interest is being exchanged by the Person designated by the Depositary as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit C); or

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certification from the transferor to that effect (in substantially the form of Exhibit C); or

(C) if such beneficial interest is being transferred to an Institutional Accredited Investor, delivery by the transferor of a certification to that effect (in substantially the form of Exhibit C hereto), and delivery of a Transferee Letter of Representation in connection with Transfers to Institutional Accredited Investors to that effect (in substantially the form of Exhibit D) and an opinion of counsel and/or other information reasonably acceptable to the Company and the Warrant Agent to the effect that such transfer is in compliance with the Securities Act; or

(D) if such beneficial interest is being transferred in reliance on Regulation S under the Securities Act, delivery of (i) a certification to that effect (in substantially the form of Exhibit C hereto) and (ii) a Transferee Letter of Representation in connection with Transfers pursuant to Regulation S in the form of Exhibit E hereto; or

(E) if such beneficial interest is being transferred in reliance on Rule 144 under the Securities Act, delivery by the transferor of (i) a certification to that effect (in substantially the form of Exhibit C hereto) and (ii) an opinion of counsel reasonably satisfactory to the Company and the Warrant Agent to the effect that such transfer is in compliance with the Securities Act; or

(F) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in substantially the form of Exhibit C hereto) and an opinion of counsel and/or other information reasonably acceptable to the Company and the Warrant Agent to the effect that such transfer is in compliance with the Securities Act (if such transfer is made specifically pursuant to Regulation S, the transferor must also deliver a Letter of Representation in connection with Transfers pursuant to Regulation S in substantially the form of Exhibit E hereto).

In connection with any such transfer or exchange, Warrant Agent will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Warrant Agent, the aggregate amount of the Global Warrant to be reduced accordingly and, following such reduction, the Company will execute and, upon receipt of a countersignature order in the form of an Officers’ Certificate, the Warrant Agent will countersign and deliver to the transferee a Certificated Warrant.

(ii) Certificated Warrants issued in exchange for or in connection with a transfer of a beneficial interest in a Global Warrant pursuant to this Section 6 shall be registered in such names and in such authorized denominations as the

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Depositary, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Warrant Agent in writing. The Warrant Agent shall deliver such Certificated Warrants to the Persons in whose names such Warrants are so registered and adjust the Global Warrant pursuant to paragraph (g) of this Section 6.

(e)Restrictions on Transfer or Exchange of Global Warrants. Notwithstanding any other provisions of this Agreement (other than the provisions set forth in subsection (f) of this Section 6), a Global Warrant may not be transferred or exchanged as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(f)Countersignature of Certificated Warrants in Absence of Depositary. If at any time:

(i) the Depositary for the Global Warrants notifies the Company that the Depositary is no longer willing or able to act as a depositary for the Global Warrants and the Company is unable to locate a qualified successor within 90 days; or

(ii) the Depositary for the Global Warrants notifies the Company that it has ceased to be a clearing agency registered under the Exchange Act, as amended,

then the Company will execute, and the Warrant Agent will, upon receipt of an Officers’ Certificate requesting the countersignature and delivery of Certificated Warrants, countersign and deliver Certificated Warrants in an aggregate number equal to the aggregate number of Warrants represented by the Global Warrant in exchange for such Global Warrant, and thereafter the Warrant Agent shall distribute such Certificated Warrants to the persons or entities that, immediately prior to such exchange, held a beneficial interest in such Global Warrant in accordance with their respective relative beneficial interests therein.

(g)Cancellation or Adjustment of a Global Warrant. At such time as all beneficial interests in a Global Warrant have either been exchanged for Certificated Warrants, redeemed, repurchased or canceled, such Global Warrant shall be returned to the Company or, upon written order to the Warrant Agent in the form of an Officers’ Certificate from the Company, retained and canceled by the Warrant Agent. At any time prior to such cancellation, if any beneficial interest in a Global Warrant is exchanged for Certificated Warrants, redeemed, repurchased or canceled, the number of Warrants represented by such Global Warrant shall be reduced accordingly and an endorsement shall be made on such Global Warrant by the Custodian to reflect such reduction.

(h)Private Placement Legend. Except as provided below, each Warrant Certificate evidencing the Warrants (and all Warrants issued in exchange therefor or substitution thereof and, if in the reasonable determination of the Company required by applicable securities laws, Warrant Shares issuable upon exercise of the Warrants) shall bear a legend substantially to the effect set forth in Exhibit A (the “Private Placement Legend”). Upon any sale or transfer of a Warrant or Warrant Share pursuant to Rule 144 under the Securities Act in accordance with this Section 6 or under an effective registration statement under the Securities Act, the Warrant Agent shall permit the Holder of a Warrant to exchange such Warrant for a Warrant and the Company shall permit the holder of a Warrant Share to exchange such Warrant Share for a share of Common Stock, in each case, that does not bear the Private Placement Legend, provided that, in the case of a sale or transfer pursuant to Rule 144 under the Securities Act, an opinion of counsel to the Company is tendered therewith indicating that such Private Placement Legend may be removed under the applicable federal securities laws of the United States.

(i)Obligations with Respect to Transfers and Exchanges of Certificated Warrants and Global Warrants.

(i) To permit registrations of transfers and exchanges, the Company shall execute, at the Warrant Agent’s request, and the Warrant Agent shall authenticate Certificated Warrants and Global Warrants.

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(ii) All Certificated Warrants and Global Warrants issued upon any registration, transfer or exchange of Certificated Warrants and Global Warrants shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Certificated Warrants and Global Warrants surrendered upon the registration of transfer or exchange.

(iii) Prior to due presentment for registration of transfer of any Warrant, the Warrant Agent and the Company may deem and treat the Person in whose name any Warrant is registered as the absolute owner of such Warrant, and neither the Warrant Agent nor the Company shall be affected by notice to the contrary.

(j)Notices to Warrant Agent and Opinion. The Warrant Agent will not be deemed to have knowledge of any event of which it was supposed to receive notice under any section of this agreement, and the Warrant Agent will be fully protected and will incur no liability for failing to take any action in connection therewith, unless and until it has received such notice. Upon the request of the Warrant Agent, the Company shall provide a written opinion of counsel reasonably acceptable to the Warrant Agent with respect to the transfers and exchanges contemplated by this Section 6.

SECTION 7.Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder of Warrants shall have the right, which may be exercised commencing on or after the Issue Date and until 5:00 p.m., New York City time, on the Expiration Date, to receive from the Company upon the delivery of written notice, which may be provided via e-mail or facsimile, the number of fully paid and non-assessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as defined below) for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Except as expressly set forth herein, no adjustments in respect of dividends, interest or other income on or from any Warrant Share (or any other securities, property or other consideration for which a Warrant may become exercisable in accordance with this Agreement) will be made during the term of a Warrant or upon exercise of a Warrant.

The price per share at which Warrant Shares shall be purchasable upon exercise of Warrants (the “Exercise Price”) shall be equal to $1.50, subject to adjustment pursuant to Section 13. A Warrant may be exercised upon surrender at the office or agency of the Company maintained for such purpose, which initially will be the office of the Warrant Agent designated for such purpose of the Warrant Certificate or Certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof (the “Election to Exercise”) properly completed and signed, which signature shall be guaranteed in accordance with the provisions set forth in the Warrant Certificate, together with payment of the Exercise Price; provided, however, that in the case of any Fundamental Transaction or any other transaction involving the holders of Common Stock or in which the holders of Common Stock have the right to participate or make an election with respect thereto, the Holder shall have the right to exercise the Warrant or any portion thereof contingent upon the consummation of such Fundamental Transaction or such other transaction, and shall be permitted, in such circumstances to defer the payment of the Exercise Price in respect thereof until immediately prior to the consummation thereof, it being understood and agreed that if the Fundamental Transaction or such other transaction shall be terminated or not consummated for any reason, then the exercise of such Warrant shall be deemed withdrawn by the Holder. Payment of the Exercise Price shall be made only by the surrender of one or more Warrants (and without the payment of the Exercise Price in cash) in exchange for a number of shares of the Company’s Common Stock equal to the product of (a) the number of shares of the Company’s Common Stock for which such Warrant or Warrants are exercisable as of the Exercise Date (determined as if the Exercise Price were being paid in cash), and (b) the Cashless Exercise Ratio. The “Cashless Exercise Ratio” shall be calculated by the Company and equal a fraction, (i) the numerator of which is the excess of (A) the Exercise Value per share of Common Stock for the applicable Exercise Reference Period over (B) the Exercise Price as of the Exercise Date and (ii) the denominator of which is the Exercise Value per share of Common Stock for such Exercise Reference Period. Upon surrender of a Warrant Certificate representing more than one Warrant, the number of shares of Common Stock deliverable shall be equal to the product of (x) the number of shares of the Company’s Common Stock issuable in respect of those Warrants that the Holder specifies are to be exercised multiplied by (y) the Cashless Exercise Ratio. All provisions of this Agreement are applicable with respect to an exercise of a Warrant Certificate for less than the full number of Warrants represented thereby. All calculations and

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determinations required under this paragraph, including but not limited to the number of shares of the Company’s Common Stock to be issued in connection with the exercise of a Warrant, shall be determined by the Company, and the Warrant Agent shall have no duty or obligation to verify or confirm the accuracy or correctness of any such calculations or determinations.

Subject to the terms of the prior paragraph in respect of a contingent exercise, the “Exercise Date” for a Warrant shall be the date when all of the items referred to in the immediately preceding paragraph are received by the Warrant Agent at or prior to 11:00 a.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in such paragraph are received after 11:00 a.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, (a) in the case of an exercise of Warrants on the Expiration Date, if all of the items referred to in such paragraph are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on the Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date, and (b) if on the Expiration Date, the Warrants are “in the money,” then they shall automatically be deemed to have been exercised by the Holder on a cashless basis in accordance with the terms hereof, but the Company’s obligation to issue Warrant Shares in respect of such exercise shall be subject to the Holder delivering the documentation and Exercise Price in respect thereof.

Within three Trading Days after the Exercise Date, subject to the provisions of Section 6 hereof, the Company shall issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder may designate, a certificate or certificates for the number of Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Exercise Date. At the election of the Company with the consent of the holder of record of the relevant Warrant Shares, Warrant Shares may initially be issued in global form (the “Global Shares”). Such Global Shares shall represent such of the outstanding Warrant Shares as shall be specified therein and each Global Share shall provide that it represents the aggregate amount of outstanding Warrant Shares from time to time endorsed thereon and that the aggregate amount of outstanding Warrant Shares represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms hereof. Any endorsement of a Global Share to reflect any increase or decrease in the amount of outstanding Warrant Shares represented thereby shall be made by Custodian in accordance with written instructions given to it by the Warrant Agent, in accordance with written instructions given to the Warrant Agent by the Holder thereof pursuant to the terms of this Agreement. DTC shall (if possible) act as the Depositary with respect to the Global Shares until a successor shall be appointed by the Company and the registrar for the Warrant Shares. If Global Shares are issued, then upon the request of the Depositary and any beneficial holder thereof, the Company shall cause there to be issued Warrant Shares directly to such beneficial holder.

Each Warrant shall be exercisable only in whole. In the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrants evidenced thereby at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to this Agreement, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Holders of Warrants will be able to exercise their Warrants only if a registration statement relating to the Warrant Shares underlying the Warrants is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various Holders of Warrants or other persons to whom it is proposed that Warrant Shares be issued on exercise of the Warrants reside.

All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner consistent with the Warrant Agent’s customary procedure for such disposal. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised.

The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office upon reasonable notice to the

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Warrant Agent by the Holders. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

SECTION 8.Payment of Taxes. The Company will pay all taxes and charges attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered Holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. The Warrant Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment of taxes, charges or expense unless and until the Warrant Agent is satisfied that all such taxes and/or charges have been paid.

SECTION 9.Rule 144 and Rule 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner (including any extensions permitted by Rule 12b-25 of the Exchange Act (or any successor rule or regulation)) in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Warrants, make available such information necessary to permit sales pursuant to Rule 144A and Rule 144 under the Securities Act.

SECTION 10.Mutilated or Missing Warrant Certificates. In case any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the Company may at its discretion issue and the Warrant Agent may countersign, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence reasonably satisfactory to both the Company and the Warrant Agent of such loss, theft or destruction of such Warrant Certificate and indemnity also satisfactory to both of them, which indemnity shall include a corporate bond of indemnity satisfactory in form and substance to the Company and the Warrant Agent. Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the Warrant Agent may prescribe and as required by law.

SECTION 11.Reservation of Warrant Shares. The Company will at all times authorize and reserve and keep available, free from preemptive rights and free from all taxes, liens, charges and security interests, out of the aggregate of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy its obligation to issue Warrant Shares upon exercise of Warrants, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The Company shall provide an opinion of counsel reasonably acceptable to the Warrant Agent prior to the Issue Date. The opinion shall state that all Warrants or Warrant Shares, as applicable, are (i) registered under the Securities Act of 1933, as amended, or are exempt from such registration, and all appropriate state securities law filings have been made with respect to the Warrants or Warrant Shares; and (ii) validly issued, fully paid and non-assessable.

The Company or, if appointed, the transfer agent for the Common Stock (the “Transfer Agent”) and every subsequent transfer agent for any shares of the Company’s Capital Stock issuable upon the exercise of Warrants will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s Capital Stock issuable upon the exercise of Warrants. The Warrant Agent is hereby irrevocably authorized to (1) instruct such Transfer Agent to make the appropriate book entries and (2) requisition from time to time from such Transfer Agent the stock certificates, if any, required to honor outstanding Warrants upon exercise thereof, in each case in accordance with the terms of this Agreement. The Company will supply such Transfer Agent with duly executed certificates for such purposes, if necessary, and will provide or otherwise make available any cash which may be payable as provided in Section 14. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto transmitted to each Holder pursuant to Section 15 hereof.

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The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants made in accordance with the terms of this Agreement will, upon issuance, be duly and validly authorized and issued, fully paid, non-assessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof. The Company will take no action to increase the par value of the Common Stock to an amount in excess of the Exercise Price, and the Company will not enter into any agreements inconsistent with the rights of Holders hereunder. The Company will use its reasonable best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof or from any other person or entity as may be necessary to enable the Company to perform its obligations under this Agreement and to issue the Warrant Shares in accordance with the terms hereof.

SECTION 12.Obtaining Stock Exchange Listings. The Company will from time to time use commercially reasonable efforts to ensure that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which the Company’s Common Stock is then listed. In the event that, at any time during the period in which the Warrants are exercisable, the Common Stock is not listed on any principal securities exchanges or markets within the United States of America, the Company will use commercially reasonable efforts to permit the Warrant Shares to be designated Portal securities in accordance with the rules and regulations adopted by the Financial Industry Regulatory Authority, Inc. relating to trading in The Portal Market.

SECTION 13.Adjustment of Exercise Rate and Exercise Price. The number of Warrant Shares purchasable upon the exercise of each Warrant, determined as if the Exercise Price were being paid in cash (the “Exercise Rate”), and the Exercise Price are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 13. The Exercise Rate shall initially be one Warrant to one share of Common Stock.

(a)Adjustment for Change in Capital Stock. If, after the Issue Date, the Company (i) issues Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, (ii) subdivides or splits any of its outstanding shares of Common Stock into a greater number of shares, or (iii) combines any of its outstanding shares of Common Stock into a smaller number of shares, then the Exercise Rate will be adjusted based on the following formula:

ER1	=	ERo x OS1
		OSo

where

ER_o    =     the Exercise Rate in effect immediately prior to the adjustment relating to such event

ER₁    =     the new Exercise Rate in effect taking such event into account

OS_o    =     the number of shares of Common Stock outstanding immediately prior to such event

OS₁    =     the number of shares of Common Stock outstanding immediately after such event.

Any adjustment made pursuant to this paragraph (a) shall become effective on the date that is immediately after (x) the date fixed for the determination of holders of the Common Stock entitled to receive such dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the new Exercise Rate shall be readjusted to the Exercise Rate that would then be in effect if such dividend or distribution had not been declared.

(b)Adjustment for Issuances at Less Than Market Price. If, after the Issue Date, the Company (i) issues to all holders of the Common Stock any rights, warrants, options or other securities entitling them to subscribe for or purchase shares of Common Stock, (ii) issues to all holders of Common Stock securities convertible into Common Stock, or (iii) otherwise issues shares of Common Stock or any rights, warrants, options or other securities entitling any person to subscribe for or purchase shares of Common Stock, in each case at an

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exercise price per share of Common Stock or a conversion price per share of Common Stock less than the Volume Weighted Average Price of the Common Stock on the trading day immediately preceding the time of announcement of such issuance, then the Exercise Rate will be adjusted based on the following formula:

ER1	=	ERo x (OSo + X)
		(OSo + Y)

where
ERo	=	the Exercise Rate in effect immediately prior to the adjustment relating to such event
ER1	=	the new Exercise Rate taking such event into account
OSo	=	the number of shares of Common Stock outstanding immediately prior to such event
X	=	the total number of shares of Common Stock issuable pursuant to such rights, warrants, options, other securities or convertible securities
Y	=	the number of shares of Common Stock equal to the quotient of (A) the aggregate price payable to exercise such rights, warrants, options, other securities or convertible securities and (B) the average of the Volume Weighted Average Price of the Common Stock for the 10 consecutive Trading Days prior to the Trading Day immediately preceding the date of announcement for the issuance of such rights, warrants, options, other securities or convertible securities.

Any adjustment made pursuant to this paragraph (b) shall become effective on the date that is immediately after the date fixed for the determination of holders of Common Stock entitled to receive any right, warrant, option, other security or convertible security described in this paragraph (b) or, as applicable in the case of clause (iii) above, on the date that is immediately after the date of such issuance. For purposes of this paragraph (b), in determining whether any rights, warrants, options, other securities or convertible securities entitle the holders to subscribe for or purchase, or exercise a conversion right for, Common Stock at less than the applicable Last Reported Sale Price of Common Stock, and in determining the aggregate exercise or conversion price payable for such Common Stock, there shall be taken into account any consideration the Company receives for such rights, warrants, options, other securities or convertible securities and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined by the Board of Directors. If (x) a date is fixed for the determination of holders of Common Stock entitled to receive any right, warrant, option or other security or convertible security described in this paragraph (b) but such right, warrant, option or other security or convertible security is not so issued, or (y) any right, warrant, option, other security or convertible security described in this paragraph (b) is not exercised or converted prior to the expiration of the exercisability or convertibility thereof, then in either such case the new Exercise Rate shall be readjusted to the Exercise Rate that would then be in effect if such right, warrant, option, other security or convertible security had not been so issued.

(c)Adjustment for Distributions and Spin-Offs. If, after the Issue Date, the Company distributes Capital Stock, evidences of indebtedness, cash or other assets or property of the Company to all holders of Common Stock, excluding (i) dividends, distributions, rights, warrants, options, other securities or convertible securities referred to in paragraph (a) or (b) above, (ii)  cash dividends on Common Stock (excluding any extraordinary, one-time cash dividend), and (iii) Spin-Offs described below in this paragraph (c), then the Exercise Rate will be adjusted based on the following formula:

ER1	=	ERo x SPo
		(SPo - FMV)

where
ERo	=	the Exercise Rate in effect immediately prior to the adjustment relating to such event
ER1	=	the new Exercise Rate taking such event into account
SPo	=	the Volume Weighted Average Price of the Common Stock on the Trading Day

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		immediately preceding the ex-dividend date for such distribution
FMV	=	the fair market value (as determined in good faith by the Board of Directors) of the Capital Stock, evidences of indebtedness, assets or property, and the amount of cash, distributed with respect to each outstanding share of Common Stock on the earlier of the record date or the ex-dividend date for such distribution.

An adjustment to the Exercise Rate made pursuant to the immediately preceding provisions of this paragraph (c) shall be made successively whenever any such distribution is made and shall become effective on the ex-dividend date for such distribution.

If, after the Issue Date, the Company distributes to all holders of Common Stock, Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit of the Company (a “Spin-Off’), then the Exercise Rate in effect immediately before the close of business on the date fixed for determination of holders of Common Stock entitled to receive such distribution will be adjusted based on the following formula:

ER1	=	ERo x (FMVo + MPo)
		MPo

where
ERo	=	the Exercise Rate in effect immediately prior to the adjustment relating to such event
ER1	=	the new Exercise Rate taking such event into account
FMVo	=	the average of the Volume Weighted Average Price of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Days beginning with the effective date of the Spin-Off (or, if the effective date of the Spin-Off is not a Trading Day, the first 10 consecutive Trading Days after the effective date of the Spin-Off)
MPo	=	the average of the Volume Weighted Average Price of the Common Stock over the first 10 consecutive Trading Days beginning with the effective date of the Spin-Off (or, if the effective date of the Spin-Off is not a Trading Day, the first 10 consecutive Trading Days after the effective date of the Spin-Off).

An adjustment to the Exercise Rate made pursuant to the immediately preceding provision of this paragraph (c) will occur on the first trading day after completion of the period of 10 Trading Days referenced in such provision; provided that for any exercise within the period of 10 Trading Days from and including the effective date of any Spin-Off, FMV_o and MP_o shall be calculated with reference to the portion of such period of 10 Trading Days that has elapsed prior to such exercise.

If any such distribution described in this paragraph (c), including any Spin-Off, is declared but not paid or made, the new Exercise Rate shall be readjusted to be the Exercise Rate that would then be in effect if such distribution had not been declared.

(d)Participation by Warrantholders. Notwithstanding the provisions of this Section 13, an event which would otherwise give rise to an adjustment pursuant to Section 13 shall not require the Company to make such adjustment if, to the extent applicable, Holders of the Warrants are permitted to participate, on an as-exercised basis, in the event giving rise to the adjustment.

(e)Valuation Upon a Liquidating Distribution. Notwithstanding anything to the contrary set forth in this Section 13, if, at any time after the Issue Date, the Company makes any distribution pursuant to any plan of liquidation (a “Liquidating Distribution”) on shares of Common Stock (whether in cash, property, evidences of indebtedness or otherwise), then, subject to applicable law, the Company shall make to each Holder of Warrants,

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upon surrender of such Warrants by such Holder to the Company for cancellation, the aggregate Liquidating Distribution which such Holder would have acquired if such Holder had exercised such Warrants in full on the record date for determination of holders of Common Stock entitled to receive the Liquidating Distribution or, if there is no such record date, the Business Day immediately preceding the Liquidating Distribution, less an amount equal to the aggregate Exercise Price of the Warrants so surrendered.

(f)Notice of Adjustment. Whenever the Exercise Rate and Exercise Price are adjusted, the Company shall promptly mail to Holders of Warrants then outstanding at the addresses appearing on the Warrant Register a notice of the adjustments. The Company shall file with the Warrant Agent and any other registrar such written notice, an Officers’ Certificate and a certificate from the Company’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificates shall be conclusive evidence that the adjustment is correct, absent manifest error, and the Warrant Agent may rely conclusively on anything contained in such certificates. Neither the Warrant Agent nor any such registrar shall be under any duty or responsibility with respect to any such certificate except to exhibit the same during normal business hours to any Holder desiring inspection thereof. Until such written notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that no such adjustments have been made, and the Warrant Agent shall have no duty or obligation to investigate or confirm whether any of the Company’s determination are accurate or correct.

(g)Fundamental Transactions.

(i) If, at any time after the Issue Date, the Company, in a single transaction or through a series of related transactions (A) effects any capital reorganization, or any reclassification of the Capital Stock of the Company (other than a change in par value or from par value to no par value or no par value to par value or as a result of a stock split, reverse stock split, stock dividend, subdivision, split-up, combination of shares or other transaction having similar effect) or consolidates or merges with or into another corporation or other form of entity where the Company is not the surviving entity, (B) sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of the properties and assets of the Company and its subsidiaries, taken as a whole, in their entirety to another person or group of affiliated persons, or (C) pursuant to which the outstanding shares of Common Stock are converted into or exchanged for cash, securities or other assets, properties or other consideration (each of the transactions described in clauses (A), (B) and (C) being a “Fundamental Transaction”), then each Warrant shall be adjusted to be exercisable to purchase, for each share of Common Stock that would have been received upon such exercise immediately prior to the occurrence of such Fundamental Transaction (determined as if the Exercise Price were paid in cash), the cash, securities, assets, property and/or any other consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of one share of Common Stock, assuming that such holder was not a constituent person. For purposes of any such exercise, the Exercise Price shall be appropriately adjusted (but not increased) to apply to such Alternative Consideration based on the amount of Alternative Consideration receivable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative value of any different components of the Alternative Consideration. If holders of Common Stock are given any choice as to the securities, cash, assets, property or other consideration to be received in a Fundamental Transaction, then the Holder exercising a Warrant following such Fundamental Transaction shall be given the same choice as to the Alternative Consideration it receives upon any such exercise of the Warrant. Any resulting corporation or other successor to the Company in such Fundamental Transaction, if applicable, shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Warrants and (X) if necessary to reflect such

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succession and substitution, shall enter into a supplemental warrant agreement, and (Y) if necessary to otherwise reflect the foregoing provisions of this paragraph (g), shall issue to the Holder a new Warrant consistent with such provisions and evidencing the Holder’s right to exercise such Warrant to purchase Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring the Company or any such resulting corporation or other successor to the Company to comply with the foregoing provisions of this paragraph (g) and providing that the Warrants (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(ii) If this paragraph (g) applies, it shall supersede the application of paragraphs (a) through (c), inclusive, of this Section 13.

(h)Other Events. If any event occurs as to which the provisions of this Section 13 are not strictly applicable or, if strictly applicable, the provision of this Section 13 would not, in the good faith judgment of the Board of Directors, equitably adjust the rights of the Warrantholders in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board of Directors, to equitably adjust such rights, but in no event shall any such adjustment have the effect of decreasing the Exercise Rate or decreasing the number of Warrant Shares issuable upon exercise of the Warrants.

(i)Adjustment of Exercise Price. In connection with any adjustment to the Exercise Rate required pursuant to the provisions above, the Exercise Price will be adjusted in accordance with the following formula:

EP1	=	EPo x ER0
		ER1

where
EPo	=	the Exercise Price in effect immediately prior to the adjustment relating to such event
EP1	=	the new Exercise Price in effect taking such event into account
ERo	=	the Exercise Rate in effect immediately prior to the adjustment relating to such event
ER1	=	the new Exercise Rate in effect taking such event into account.

(j)Company Determination Final. Any determination that the Company or the Board of Directors may make pursuant to this Section 13 shall be conclusive, absent manifest error.

(k)Warrant Agent’s Adjustment Disclaimer. The Warrant Agent shall have no duty to determine when an adjustment under this Section 13 should be made, how it should be made or what it should be. The Warrant Agent shall have no duty to determine whether a supplemental warrant agreement under paragraph (g) need be entered into or whether any provisions of any supplemental warrant agreement are correct. The Warrant Agent shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon exercise of Warrants. The Warrant Agent shall not be responsible for the Company’s failure to comply with this Section 13. Until the Warrant Agent receives written notice of an adjustment under this Section 13, the Warrant Agent may presume conclusively for all purposes that no such adjustments have been made or should be made, and the Warrant Agent shall have no duty or obligation to investigate or confirm whether any of the Company’s determinations are accurate or correct.

(l)Specificity of Adjustment. Regardless of any adjustment in the number or kind of shares purchasable upon the exercise of the Warrants, Warrant Certificates theretofore or thereafter issued may continue to

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express the same number and kind of Warrant Shares per Warrant as are stated on the Warrant Certificates initially issuable pursuant to this Agreement.

(m)Voluntary Adjustment. The Company from time to time may increase the Exercise Rate by any amount and for any period of time; provided, however, that such period is not less than 20 Business Days. Whenever the Exercise Rate is so increased, the Company shall mail to Holders at the addresses appearing on the Warrant Register and file with the Warrant Agent a written notice of the increase. The Company shall give the notice at least 15 days before the date the increased Exercise Rate takes effect. The notice shall state the increased Exercise Rate and the period it will be in effect.

(n)Multiple Adjustments. After an adjustment to the Exercise Rate for outstanding Warrants under this Section 13, any subsequent event requiring an adjustment under this Section 13 shall cause an adjustment to the Exercise Rate for outstanding Warrants as so adjusted.

(o)When De Minimis Adjustment May Be Deferred. No adjustment in the Exercise Rate or Exercise Price shall be required unless the adjustment would require an increase or decrease of at least 1% of the Exercise Rate or Exercise Price. If the adjustment is not made because the adjustment does not change the Exercise Rate or Exercise Price by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment or in connection with any future exercise of any Warrant. All required calculations will be made to the nearest cent or 1/10,000^th of a share, as the case may be. Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any exercise of a Warrant.

(p)Amendments of the Certificate of Incorporation. The Company shall not amend its Certificate of Incorporation in a manner that adversely affects the Holders of Warrants, without the prior consent of the Holders of a majority of the Warrants outstanding (excluding Warrants held by the Company or any of its controlled Affiliates), as determined in good faith by the Board of Directors.

(q)Exclusion of Rights Plan. Notwithstanding anything to the contrary contained herein, no adjustment pursuant to this Section 13 shall be required in connection with the issuance, distribution, delivery or exercise of Share Purchase Rights except, if any Warrants remain outstanding and the Share Purchase Rights have become exercisable in accordance with the provisions of the applicable rights plan, the Exercise Rate will be adjusted as though the event of such Share Purchase Rights becoming exercisable constituted a non-Spin-Off distribution subject to paragraph (c) above having an ex-dividend date of the date on which such rights first became exercisable. If any such right is not exercised prior to the subsequent expiration, termination or redemption of the Share Purchase Rights, the new Exercise Rate shall be readjusted to the Exercise Rate that would have been in effect if such Share Purchase Rights had not become so exercisable.

(r)Tax Adjustments. In addition to the adjustments described in this Section 13, the Company may increase the Exercise Rate or decrease the Exercise Price in order to avoid or diminish any U.S. federal income tax to holders of Common Stock resulting from any dividend or distribution of Capital Stock (or rights to acquire Common Stock) or from any event treated as such for U.S. federal income tax purposes. The Company may also, from time to time, to the extent permitted by applicable law, increase the Exercise Rate or decrease the Exercise Price by any amount for any period if the Company has determined that such increase would be in the Company’s best interests. If the Company makes such a determination, it will be conclusive absent manifest error and the Company will mail to Holders of the Warrants a notice of the increased Exercise Rate and/or decreased Exercise Price and the period during which it will be in effect at least 15 days prior to the date the increased Exercise Rate and/or decreased Exercise Price takes effect in accordance with applicable law.

(s)No Adjustment for Certain Events. Notwithstanding anything to the contrary herein, the Company will not be required to make any adjustment to the Exercise Rate or Exercise Price in connection with the following events:

(i) the issuance of any of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in Common Stock under any plan;

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(ii) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, employee agreement or arrangement or program of the Company or any of its subsidiaries or Affiliates;

(iii) the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the first Warrants hereunder were first issued;

(iv) a change in the par value of the Common Stock;

(v) accumulated and unpaid dividends or distributions; and

(vi) cash dividends on Common Stock (excluding any extraordinary, one-time cash dividend).

SECTION 14.Fractional Interests. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 14, be receivable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the sum of 1/20 of the Volume Weighted Average Price per Warrant Share for each of the 20 Trading Days immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction.

Whenever a payment for fractional Warrant Shares is to be made by the Warrant Agent, the Company shall (i) promptly prepare and deliver to the Warrant Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Warrant Agent in the form of fully collected funds to make such payments. The Warrant Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Warrant Shares under any section of this Agreement relating to the payment of fractional Warrant Shares unless and until the Warrant Agent shall have received such a certificate and sufficient monies.

SECTION 15.Notice of Certain Distributions; Certain Rights. The Company shall give prompt written notice to the Warrant Agent and shall cause the Warrant Agent, on behalf of and at the expense of the Company to give to each Holder written notice of any determination to make a distribution to the holders of its Common Stock of any assets, debt securities, preferred stock, or any rights or warrants to purchase debt securities, preferred stock, assets or other securities (other than Common Stock, or rights, options, or warrants to purchase Common Stock) of the Company the effect of which would require any adjustment pursuant to Section 13 hereof, which notice shall be prepared by the Company and state the nature and amount of such planned distribution and the record date therefor, and shall be given to the Holders at least 20 days prior to such record date therefor.

Except as expressly provided in this Agreement or in any Warrant Certificate, the Holders of unexercised Warrants shall have no right to receive dividends, to vote, to consent, to exercise any preemptive rights or to receive notice as shareholders of the Company in respect of the meetings of shareholders or the election of directors of the Company or any other matter, or to exercise any rights whatsoever as shareholders of the Company.

SECTION 16.Notices to the Company and Warrant Agent. Any notice or demand authorized by this Agreement to be given or made by the Warrant Agent or by any Holder to or on the Company shall be sufficiently given or made when received at the office of the Company expressly designated by the Company as its office for purposes of this Agreement (until the Warrant Agent is otherwise notified in accordance with this Section 16 by the Company), as follows:

Cenveo, Inc. Copies to:

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200 First Stamford Place	Hughes Hubbard & Reed LLP
Stamford, CT 06902	One Battery Park Plaza
Facsimile: (203) 595-3074	New York, NY 10004
Attn: Chief Financial Officer	Facsimile: (212) 422-4726
	Attn: Gary J. Simon

Any notice pursuant to this Agreement to be given by the Company or by any Holder(s) to the Warrant Agent shall be sufficiently given when received by the Warrant Agent in writing at the address appearing below (until the Company is otherwise notified in accordance with this Section by the Warrant Agent).

Mailing Address:	Delivery Address:
Computershare Trust Company, N.A.	Computershare Trust Company, N.A.
250 Royall Street	250 Royall Street
Canton, MA 02021	Canton, MA 02021
Attn: Corporate Actions, the Relationship Manager	Attn: Corporate Actions, the Relationship Manager

Any notice or communication to a Holder shall be delivered by hand, dispatched overnight delivery service or mailed by first class mail (postage prepaid), to its address shown on the register kept by the Warrant Agent, or transmitted to such Holder by any means of electronic communication to which such Holder may comment.

SECTION 17.Supplements and Amendments. (a) From time to time, the Company and the Warrant Agent, without the consent of the Holders of the Warrants, may amend or supplement this Agreement, (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Warrant Agreement; (2) to add to the covenants of the Company for the benefit of the Holders of Warrants, or to surrender any right or power herein conferred upon the Company; (3) to provide for uncertificated Warrants in addition to or in place of the certificated Warrants; (4) to evidence and provide for the acceptance of the appointment under the Warrant Agreement of a successor Warrant Agent; (5) to provide for or confirm the issuance of Additional Warrants in accordance with the terms of the Warrant Agreement; (6) to cure any ambiguity, defect, omission, mistake or inconsistencies or making any other change that, in each case, does not adversely affect, in any material respect, the legal rights of the Holder of Warrants; (7) to make any other provisions with respect to matters or questions arising under the Warrant Agreement, provided that such actions pursuant to this clause (7) shall not adversely affect the interests of the Holders of Warrants, in any material respect, as determined in good faith by the Board of Directors; or (8) to conform the text of the Warrant Agreement to any provision of the “Description of Warrants” in the Offering Memorandum dated May 10, 2016 to the extent that the Warrant Agent has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in such “Description of Warrants.” Except as otherwise provided in the first sentence of this paragraph (a) of this Section 17, any amendment or supplement to this Agreement that adversely affects in any material respect the legal rights of the Holder of the Warrants will require the written consent of the Holders of a majority of the then outstanding Warrants (excluding Warrants held by the Company or any of its controlled Affiliates). Except as otherwise provided in the first sentence of this paragraph (a) of this Section 17, the consent of each Holder of the Warrants affected will be required for any amendment pursuant to which the Exercise Price would be increased or the number of Warrant Shares purchasable upon exercise of Warrants would be decreased (other than pursuant to adjustments provided in this Agreement) or any of the adjustment provisions in this Agreement would be changed in a manner that would have any such effect. As a condition precedent to the Warrant Agent's execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment is in compliance with the terms of this Section 17. The Warrant Agent may, but shall not be obligated to, enter into any amendment that affects its own rights, duties, liabilities or obligations hereunder.

(b)After an amendment or modification under this Section 17 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing such amendment or modification. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or modification.     

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In connection with any amendment or modification under this Section 17, the Company may offer, but shall not be obligated to offer, to any Holder who consents to such amendment or modification, consideration for such Holder’s consent, so long as such consideration is offered to all Holders.

(c)Executed or true and correct copies of any amendment or modification effected pursuant to the provisions of this Section 17 shall be delivered by the Company to each Holder of outstanding Warrants forthwith following the date on which the same shall have been executed and delivered by the Holder or Holders of the requisite percentage of outstanding Warrant Shares (but only to the extent the Company has been provided with the addresses for the Holders).

SECTION 18.Concerning the Warrant Agent. The Warrant Agent undertakes the duties and obligations expressly imposed by this Agreement (and no implied duties and obligations) upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound:

(a)The Warrant Agent assumes no responsibility for the correctness of any statement contained herein or in the Warrant Certificate.

(b)The Warrant Agent shall be protected and shall not be responsible for and shall incur no liability to the Company or any Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company.

(c)The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its directors, officers or employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any attorney or agent appointed by it without bad faith, gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction).

(d)The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be counsel for the Company or the Warrant Agent or an employee of the Warrant Agent), and, notwithstanding anything to the contrary herein, the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder in respect of any action taken, suffered or omitted by it hereunder in accordance with the opinion or the advice of such counsel.

(e)Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered by it under the provisions of this Agreement and the Warrant Agent shall not be liable for any action taken, suffered to be taken or omitted to be taken by it in reliance upon such certificate. The Warrant Agent will not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Company.

(f)The Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its affiliates, directors, employees, Representatives, agents and advisors and save it and them harmless against any and all losses, liabilities, suits, actions, proceedings, damages, judgments, fines, penalties, claims, demands, settlements, costs or expenses (including without limitation the reasonable fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the acceptance and performance of its duties under this Agreement, except as a result of the Warrant Agent’s bad faith, gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction), including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a Holder or any other Person) of liability in the premises

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including reasonable attorneys’ fees and expenses. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.

(g)The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear.

(h)The Warrant Agent and any stockholder, director, officer or employee (“Related Parties”) of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transactions in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent to the Company or an affiliate thereof.

(i)The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own bad faith, gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction). No implied duties or obligations shall be read into this Agreement against the Warrant Agent.

(j)The Warrant Agent will be protected and will not incur any liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted to be taken by it in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

(k)The Warrant Agent is hereby authorized to request, and directed to accept, instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the President, Chief Financial Officer, Treasurer, any Vice President or the Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in accordance with instructions of any such officer or officers.

(l)By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be deemed to make any representations as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise or tender of any Warrant, or as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to calculate or determine any adjustments with respect either to the Exercise Price or the kind and amount of shares or other securities or any property receivable by Holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of any such calculation.

(m)No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

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(n) The Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission or other document, or any security delivered to it, and believed by it to be genuine and to have been made or signed by the proper party or parties, or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent hereunder.

(o) Notwithstanding anything to the contrary contained herein, the Warrant Agent’s aggregate liability with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. The Warrant Agent shall not be liable to the Company or any other person or entity for any consequential, indirect, special, punitive or incidental damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility or likelihood of such damages.

(p) In the event the Warrant Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent shall, as soon as practicable, inform the Company or such Person seeking clarification and may, in its sole discretion, refrain from taking any action, and will be fully protected and will not be liable in any way to the Company or other Person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Warrant Agent.

(q) The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in the Warrant Agent’s name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price.

(r) The provisions of this Section 18 shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement.

SECTION 19.Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company 30 days’ notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the Company), then any Holder or the removed, resigning or incapacitated Warrant Agent may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be an entity in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment as warrant agent, along with its affiliates, a combined capital and surplus of at least $50,000,000. After appointment, the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for such purpose. Failure to file any notice provided for in this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

23

SECTION 20.Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company, the Warrant Agent or any Holder of Warrants shall bind and inure to the benefit of their respective successors and assigns hereunder.

SECTION 21.Termination. This Agreement shall terminate on the fourth Business Day after the Expiration Date. Notwithstanding the foregoing, this Agreement will terminate on any earlier date upon which all Warrants have been exercised or have otherwise ceased to be outstanding.

SECTION 22.Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.

SECTION 23.Governing Law. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and shall be governed by and construed in accordance with the laws of said State, without regard to the conflict of law rules thereof.

SECTION 24.Benefits of This Agreement. Nothing in this Agreement shall be construed to give to any person or corporation other than the Company, the Warrant Agent and the registered Holders of the Warrant Certificates from time to time any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered Holders of the Warrant Certificates.

SECTION 25.Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

SECTION 26.Further Assurances. From time-to-time and after the date hereof, the Company agrees that it will perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may be reasonably required by the Warrant Agent for the carrying out or performing by the Warrant Agent of the provisions of this Agreement.

SECTION 27.Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

SECTION 28.Priorities. In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

CENVEO, INC.
By:	/s/ Scott J. Goodwin
Name:	Scott J. Goodwin
Title:	Chief Financial Officer

[Signature Page to Warrant Agreement]

COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent
By:	/s/ Tom Borbely
Name:
Title:

[Signature Page to Warrant Agreement]

Exhibit A

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) TO A PERSON WHO IS NOT, AND FOR A PERIOD OF AT LEAST THREE MONTHS IMMEDIATELY PRIOR TO SUCH TRANSFER HAS NOT BEEN, ONE OF OUR “AFFILIATES” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) NOR ACTING ON OUR BEHALF AND (a) IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS SECURITY.

1

No.     

FORM OF

COMMON STOCK PURCHASE WARRANT

OF

CENVEO, INC.

THIS CERTIFIES THAT [            ], or its registered assigns, is the registered holder of Warrants (the “Warrants”). This Warrant entitles the holder hereof (the “Holder”), at its option at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date and subject to the provisions contained herein and in the Warrant Agreement referred to below, to purchase from Cenveo, Inc., a Colorado corporation (the “Company”), _____ shares of Common Stock, par value $0.01 per share, of the Company at an exercise price per share equal to $1.50 (the “Exercise Price”).

This Warrant Certificate shall terminate and become void as of 5:00 p.m. New York City time, on June 10, 2024 (the “Expiration Date”).

This Warrant Certificate is issued under and in accordance with a Warrant Agreement dated as of June 10, 2016 (the “Warrant Agreement”), between the Company and Computershare Trust Company, N.A., as Warrant Agent, and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a full statement of the respective rights, limitations of rights, duties and obligations of the Company and the Holders. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Warrant Agreement. A copy of the Warrant Agreement may be obtained for inspection by the Holder hereof upon written request to the Company at Cenveo, Inc., 200 First Stamford Place, Stamford, CT 06902, Attn: Chief Financial Officer.

Subject to the terms of the Warrant Agreement, the Warrants may be exercised upon surrender at the office or agency of the Company maintained for such purpose, which initially will be the office of the Warrant Agent designated for such purposes, of the certificate or certificates evidencing the Warrants to be exercised, if held in certificated form, along with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed in accordance with the provisions set forth in the Warrant Certificate, together with payment of the Exercise Price. Payment of the Exercise Price shall be made only by the surrender of one or more Warrants (and without the payment of the Exercise Price in cash) in exchange for a number of shares of the Company’s Common Stock equal to the product of (a) the number of shares of the Company’s Common Stock for which such Warrant or Warrants are exercisable as of the Exercise Date (determined as if the Exercise Price were being paid in cash), and (b) the Cashless Exercise Ratio. The “Cashless Exercise Ratio” shall be calculated by the Company and equal a fraction, the numerator of which is the excess of the Exercise Value per share of Common Stock for the applicable Exercise Reference Period over the Exercise Price as of the Exercise Date and the denominator of which is the Exercise Value per share of Common Stock for such Exercise Reference Period. Upon surrender of a Warrant Certificate representing more than one Warrant, the number of shares of Common Stock deliverable shall be equal to the product of (x) the number of shares of the Company’s Common Stock issuable in respect of those Warrants that the Holder specifies are to be exercised multiplied by (y) the Cashless Exercise Ratio. All provisions of this Agreement are applicable with respect to an exercise of a Warrant Certificate for less than the full number of Warrants represented thereby.

Subject to the terms of the Warrant Agreement in respect of a contingent exercise, the “Exercise Date” for a Warrant shall be the date when all of the items referred to in the immediately preceding paragraph are received by the Warrant Agent at or prior to 11:00 a.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in such paragraph are received after 11:00 a.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, (a) in the case of an exercise of

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Warrants on the Expiration Date, if all of the items referred to in such paragraph are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on the Expiration Date, the exercise of

the Warrants to which such items relate will be effective on the Expiration Date, and (b) if on the Expiration Date, the Warrants are “in the money,” then they shall automatically be deemed to have been exercised by the Holder on a cashless basis in accordance with the terms hereof, but the Company’s obligation to issue Warrant Shares in respect of such exercise shall be subject to the Holder delivering the documentation and Exercise Price in respect thereof.

Each Warrant shall be exercisable only in whole. In the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrants evidenced thereby at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to this Agreement, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Holders of Warrants will be able to exercise their Warrants only if a registration statement relating to the Warrant Shares underlying the Warrants is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various Holders of Warrants or other persons to whom it is proposed that Warrant Shares be issued on exercise of the Warrants reside.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

As provided in the Warrant Agreement, the Exercise Rate and the Exercise Price are subject to adjustment upon the happening of certain events.

The Company will pay all taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered Holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid

The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would, except for the provisions of Section 14 of the Warrant Agreement, be receivable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the sum of  ¹/20 of the Volume Weighted Average Price per Warrant Share for each of the 20 trading days immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction.

All Warrant Shares issuable by the Company upon the exercise of the Warrants shall, upon such issuance, be duly and validly issued and fully paid and non-assessable.

The Company and the Warrant Agent may deem and treat Holders of the Warrant Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Notwithstanding any of the above, to the extent a conflict, ambiguity, defect, omission, mistake or inconsistency exists between this Warrant Certificate and the Warrant Agreement, the Warrant Agreement controls, supersedes and supplements this certificate.

The Warrants do not entitle any Holder hereof to any of the rights of a stockholder of the Company.

3

CENVEO, INC.

By:

Name:

Title:

DATED:
COUNTERSIGNED:
COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent
By:
	Authorized Signature

4

FORM OF ELECTION TO PURCHASE WARRANT SHARES

(to be executed only upon exercise of Warrants)

CENVEO, INC.

Subject (if applicable) to the contingent exercise provisions set forth in the Warrant Agreement, the undersigned hereby irrevocably elects to exercise              Warrants on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, surrenders this form of election and all right, title and interest therein to Cenveo, Inc. and directs that the Warrant Shares deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto.

Date:      _________________

Your Signature.    __________________________________________________________________________            

(Sign exactly as your name appears on the face of any Certificated Warrant Certificate)

(Street Address)

(City) (State) (Zip Code)

Signature Guaranteed by:

Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) at a guarantee level satisfactory to the Warrant Agent. A notary public is not sufficient.

Securities and/or check to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

5

ASSIGNMENT FORM

To assign this Warrant, fill in the form below:

I or we assign and transfer this Warrant to

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

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

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

Date _________________________

Your Signature.     __________________________________________________________________________

(Sign exactly as your name appears on the face of any Certificated Warrant Certificate)

(Street Address)

(City) (State) (Zip Code)

Signature Guaranteed by:

Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) at a guarantee level satisfactory to the Warrant Agent. A notary public is not sufficient.

Date: _______________________

6

Exhibit B(1)

[GLOBAL WARRANT LEGEND]

Any Global Warrant countersigned and delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL WARRANT WITHIN THE MEANING OF THE WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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 WARRANT AGREEMENT. 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 TO 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.

7

Exhibit B(2)

[RESTRICTED COMMON STOCK LEGEND]

Any Warrant exercised for Common Stock prior to the removal of the restricted legends on the Warrant shall cause the Common Stock received in exchange for the Warrant to bear the legend set forth in the following paragraph:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) TO A PERSON WHO IS NOT, AND FOR A PERIOD OF AT LEAST THREE MONTHS IMMEDIATELY PRIOR TO SUCH TRANSFER HAS NOT BEEN, ONE OF OUR “AFFILIATES” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) NOR ACTING ON OUR BEHALF AND (a) IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”

8

Exhibit C

CERTIFICATE TO BE DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER OF WARRANTS

Re: Warrants to Purchase Common Stock (the “Warrants”) of Cenveo, Inc.

This Certificate relates to              Warrants held by              (the “Transferor”).

The Transferor has requested the Warrant Agent by written order to exchange or register the transfer of a Warrant or Warrants.

In connection with such request and in respect of each such Warrant, the Transferor hereby certifies that the Transferor is familiar with the Warrant Agreement dated as of June 10, 2016, between Cenveo, Inc., a Colorado corporation, and Computershare Trust Company, N.A., as warrant agent (the “Warrant Agreement”), relating to the above captioned Warrants and the restrictions on transfers thereof as provided in Section 6 of such Warrant Agreement, and that the transfer of this Warrant does not require registration under the Securities Act of 1933, as amended (the “Act”), because^*:

o Such Warrant is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 6(a)(y)(A) of the Warrant Agreement).

o Such Warrant is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Act) in reliance on Rule 144A or is being transferred in accordance with Regulation S under the Act.

o Such Warrant is being transferred in accordance with Rule 144 under the Act.

o Such Warrant is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act, other than Rule 144A or Rule 144 or Regulation S under the Act. An opinion of counsel to the effect that such transfer does not require registration under the Act accompanies this Certificate.

[INSERT NAME OF TRANSFEROR]

By:

Date: ______________________________

^* Check applicable box.

9

Exhibit D

[Form of Transferee Letter of Representation

in Connection with Transfers to Institutional Accredited Investors]

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attn: Reorganization Departments

Ladies and Gentlemen:

In connection with our proposed purchase of warrants to purchase Common Stock, par value $0.01 per share (the “Securities”), of Cenveo, Inc. (the “Company”), we confirm that:

1. We understand that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and, unless so registered, may not be offered, sold or otherwise transferred except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date which is one year after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Securities (or any predecessor Securities) (the “Resale Restriction Termination Date”) only (a) to the Company, (b) pursuant to a registration statement which 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, to a person we reasonably believe is a qualified institutional buyer as defined in Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of subparagraph (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act that is acquiring the Securities for its own account or for the account of such an institutional “accredited investor”, for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, or (f) pursuant to another available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the warrant agent under the Warrant Agreement pursuant to which the Securities were issued (the “Warrant Agent”) which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of subparagraph (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act and that it is acquiring such Securities for investment purposes and not for distribution in violation of the Securities Act. The Warrant Agent and the Company reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clause (c), (d), (e) or (f) above to require the delivery of a written opinion of counsel, certifications, and or other information satisfactory to the Company and the Warrant Agent.

2. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of Regulation D under the Securities Act) purchasing for our own account or for the account of such an institutional “accredited investor”, and we are acquiring the Securities for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment for an indefinite period.

3. We are acquiring the Securities purchased by us for our own account or for one or more accounts as to each of which we exercise sole investment discretion.

10

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

Very truly yours,

(Name of Purchaser)

By:

Date:

Upon transfer the Securities would be registered in the name of the new beneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

11

Exhibit E

[Form of Transferee Letter of Representation

in Connection with Transfers Pursuant to Regulation S]

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attn: Reorganization Departments

Ladies and Gentlemen:

In connection with our proposed purchase of warrants (the “Securities”) to purchase Common Stock, par value $0.01 per share, of Cenveo, Inc. (the “Company”), we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1) The undersigned certifies that it is not a U.S. person, is not acquiring the Securities for the account or benefit of any U.S. person and is not exercising the Securities on behalf of a U.S. person.

(2) The undersigned agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an available exemption from registration.

(3) The undersigned agrees not to engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.

You and your counsel are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Defined terms used herein without definition have the respective meanings provided in Regulation S under the Securities Act.

Very truly yours,

(Name of Purchaser)

By:

Upon transfer the Securities would be registered in the name of the new beneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

12

Schedule I

List of Guarantors

Cenveo Omemee LLC

Cenveo Services, LLC

CNMW Investments, Inc.

Colorhouse China, Inc.

Discount Labels, LLC

Rx Technology Corp.

RX JV Holding, Inc.

CRX Holding, Inc.

CRX JV, LLC

Madison/Graham ColorGraphics, Inc.

Madison/Graham ColorGraphics Interstate Services, Inc.

Cadmus Delaware, Inc.

Cadmus Financial Distribution, Inc.

Cadmus International Holdings, Inc.

Cadmus Journal Services, Inc.

Cadmus Marketing Group, Inc.

Cadmus Marketing, Inc.

Cadmus/O’Keefe Marketing, Inc.

Cadmus Printing Group, Inc.

Cadmus UK, Inc.

CDMS Management, LLC

Expert Graphics, Inc.

Garamond/Pridemark Press, Inc.

Old TSI, Inc.

Port City Press, Inc.

Vaughan Printers Incorporated

VSUB Holding Company

Commercial Envelope Manufacturing Co. Inc.

Cenveo CEM, LLC

Cenveo CEM, Inc.

Lightning Labels, LLC

Nashua Corporation

Nashua International, Inc.

Envelope Product Group, LLC

13

EX-4.4

Exhibit 4.4

EXECUTION VERSION

WARRANT REGISTRATION

RIGHTS AGREEMENT

By and among

CENVEO, INC.

and

ALLIANZ GLOBAL INVESTORS U.S. LLC

Dated as of June 10, 2016

WARRANT REGISTRATION RIGHTS AGREEMENT

This Warrant Registration Rights Agreement (this “Agreement”) is made and entered into as of June 10, 2016, by and among Cenveo, Inc., a Colorado corporation (the “Company”), and Allianz Global Investors U.S. LLC (“Allianz”) in connection with (a) the offer (the “Offer”) by Cenveo Corporation, a Delaware corporation (“Cenveo”), to eligible holders of its outstanding 11.500% senior notes due 2017 to exchange such holders’ outstanding such notes for (1) 6.000% senior notes due 2024 issued by Cenveo, and (2) warrants, each entitling the holder thereof to purchase Common Shares (as defined below) of the Company, pursuant to the Offer, and (b) the repurchase (the “Repurchase”) by the Company of 7% senior exchangeable notes due 2017 held by Allianz for (x) cash and (y) warrants (the warrants referred to in clause (2) above and this clause (y) each, a “Warrant” and, collectively, the “Warrants”). The Warrants and the Common Shares are herein collectively referred to as the “Securities.”

This Agreement is made for the benefit of the Holders from time to time of the Transfer Restricted Securities (as defined herein). In connection with the Offer and the Repurchase, the Company has agreed to provide the warrant registration rights set forth in this Agreement.

The parties hereby agree as follows:

SECTION 1.    Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Cenveo: As defined in the preamble hereto.

Closing Date:The date of this Agreement.

Commission: The Securities and Exchange Commission.

Common Shares: the shares of common stock of the Company, par value $0.01 per share, for which Warrants are exercisable or which have been issued pursuant to any exercise of a Warrant.

Company: As defined in the preamble hereto.

Exchange Act: The Securities Exchange Act of 1934, as amended.

FINRA: The Financial Industry Regulatory Authority, Inc.

Freely Tradable: means, with respect to a Security, a Security that at any time of determination (i) may be resold to the public in accordance with Rule 144 under the Securities Act (“Rule 144”) by a person that is not an “affiliate” (as defined in Rule 144 under the

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Securities Act) of the Company where no conditions of Rule 144 are then applicable, (ii) does not bear any restrictive legends relating to the Securities Act and (iii) does not bear a restricted CUSIP number.

“Full Cooperation” means, in connection with any Underwritten Offering pursuant to the Shelf Registration Statement, and in addition to the cooperation otherwise required by this Agreement, the (a) members of senior management of the Company reasonably cooperating with the underwriter(s) in connection therewith and make themselves reasonably available to participate in “road-shows” in the New York City, Boston and/or Philadelphia metropolitan areas and other customary marketing activities in such locations as reasonably recommended by the underwriter(s) and (b) the Company preparing preliminary and final prospectuses for use in connection therewith containing such additional information as reasonably requested by the underwriter(s) (in additional to the minimum amount of information required by law, rule or regulation).

Holders: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 8(a) hereof.

Issuer Free Writing Prospectus: As defined in Section 4(c) hereof.

Liquidated Damages: As defined in Section 5 hereof.

Offer: As defined in the preamble hereto.

Person: An individual, partnership, limited partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Registration Date: November 21, 2016.

Registration Default: As defined in Section 5 hereof.

Registration Expenses: As defined in Section 7(a) hereof.

Registration Statement: Any registration statement of the Company relating to the registration for resale of Transfer Restricted Securities pursuant to a Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Required Holders: As defined in Section 4(a) hereof.

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Securities: As defined in the preamble hereto and any equity securities or warrants issued or issuable with respect to such Securities by way of conversion, exercise or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization.

Securities Act: The Securities Act of 1933, as amended.

Shelf Filing Deadline: As defined in Section 4(a) hereof.

Shelf Registration Statement: As defined in Section 4(a) hereof.

Significant Holder: Any Person who, individually or as a member of a group, beneficially owns (as such term is defined in Rule 13d-3 of the Exchange Act), as of any date of determination, a number of Common Shares equal to at least ten percent (10%) of the number of Common Shares originally issuable pursuant to all Warrants in the aggregate.

Transfer Agent: The Company or, if appointed, the transfer agent for the Common Stock.

Transfer Restricted Securities: All Securities that either (i) are not Freely Tradable or (ii) held by any Significant Holder (whether or not Freely Tradable).

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

Warrant: As defined in the preamble hereto.

Warrant Agent: Computershare Trust Company, N.A., or any successor warrant agent under the Warrant Agreement dated as of June 10, 2016 between the Company and Computershare Trust Company, N.A.

SECTION 2.    Securities Subject to this Agreement.

(a)Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities, for so long as they remain such.

(b)Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities of record (or, if any of the Transfer Restricted Securities are issued in the form of registered global securities, owns beneficial interests in such global securities as shown on the records maintained by DTC and its participants). For the avoidance of doubt, a Person will be deemed to be the holder of any Common Shares underlying Warrants whenever such Person owns the Warrants of record (or, if any of the Warrants are issued in the form of registered global securities, owns beneficial interests in such global securities as shown on the records maintained by DTC and its participants).

SECTION 3.    [Intentionally omitted].

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SECTION 4.    Shelf Registration.

(a)Shelf Registration. The Company shall:

(x)cause to be filed a shelf registration statement on Form S-3 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) on or prior to the Registration Date (or if such Registration Date is not a Business Day, the next succeeding Business Day) (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y)use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission within sixty (60) days after the initial date of filing thereof (the “Shelf Effectiveness Deadline”).

The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the earlier of (i) the fifth (5^th) anniversary of the effective date of the Shelf Registration Statement and (ii) the date all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold as contemplated in the Shelf Registration Statement. The Shelf Registration Statement shall provide for the resale of Transfer Restricted Securities from time to time, and pursuant to any method or combination of methods legally available to, and requested by, (i) the Holders of a majority of the then outstanding shares of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its controlled Affiliates) (collectively, the “Required Holders”) or (ii) any Significant Holder.

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

(c)Issuer Free Writing Prospectuses. Each Holder represents and agrees that, unless it obtains the prior consent of the Company, it will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the

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Securities Act (an “Issuer Free Writing Prospectus”), or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission. The Company represents that any Issuer Free Writing Prospectus, when taken together with the information in the Shelf Registration Statement and the Prospectus, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)If any (i) Significant Holder or (ii) Holders that, when aggregated together, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act) a number of Common Shares equal to at least ten percent (10%) of the number of Common Shares originally issuable pursuant to all Warrants in the aggregate (clause (i) or (ii), the “Requesting Holders”), intend to distribute Transfer Restricted Securities covered by any Shelf Registration Statement by means of an Underwritten Offering pursuant to the Shelf Registration Statement, the Requesting Holders will so advise the Company in writing. In such event, the underwriter or underwriters and manager or managers that will manage such offering shall be selected by the Holders of a majority of such Transfer Restricted Securities included in such Underwritten Offering and shall be reasonably acceptable to the Company. The Company shall be required to effect an Underwritten Offering only if the Company is required to file a Shelf Registration Statement and in no event shall the Company be required to effect more than five (5) Underwritten Offerings pursuant to this Agreement. In connection with each Underwritten Registration or Underwritten Offering, the Company shall cause there to be Full Cooperation.

SECTION 5.    Additional Amounts. In (i) any Shelf Registration Statement, if required hereby, has not been declared effective on or before the Shelf Effectiveness Deadline or (ii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective for more than 60 consecutive days at any time at which it is required to be effective under this Agreement (for as long as such Registration Statement has not been succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is declared effective) (each such event referred to in clauses (i) and (ii), a “Registration Default”), the Company hereby agrees that liquidated damages shall accrue on the Transfer Restricted Securities at a rate of $0.01 per month per Warrant (or per 49.0559 Common Shares, as applicable) (“Liquidated Damages”) for each month or portion thereof during which such Registration Default continues. To the extent permitted by applicable law, the amount of the Liquidated Damages will increase by an additional $0.01 per month per Warrant (or per 49.0559 Common Shares, as applicable) with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.02 per month per Warrant (or per 49.0559 Common Shares, as applicable).

SECTION 6.    Registration Procedures.

(a)[Intentionally omitted].

(b)Shelf Registration Statement. If required pursuant to Section 4, in connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 6(c) hereof and shall use commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended

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method or methods of distribution thereof, and pursuant thereto the Company will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof in accordance with the time periods set forth in Section 4.

(c)General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), the Company shall:

(i)use commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section  4 hereof or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold or, if earlier, when the Transfer Restricted Securities that remain unsold under such Registration Statement represent less than one-half of one percent (0.5%) of the then outstanding Common Shares; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)in the case of a Shelf Registration Statement, advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the

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Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Company shall use commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv)furnish without charge to each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, at least three Business Days before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least three Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which the underwriter(s), if any, shall reasonably object in writing within three Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

(v)in the case of a Shelf Registration Statement, make available at reasonable times for inspection by the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriter(s), if any, until such time as such information becomes publicly available;

(vi)in the case of a Shelf Registration Statement, if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to

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have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(vii)in the case of a Shelf Registration Statement, cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority of Securities covered thereby or the underwriter(s), if any;

(viii)in the case of a Shelf Registration Statement, furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(ix)in the case of a Shelf Registration Statement, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(x)in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other reasonable actions in connection therewith in order to expedite and facilitate the disposition of the Transferred Restricted Securities pursuant to any Shelf Registration Statement, including providing Full Cooperation in connection with any Underwritten Offering contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company shall:

(A)furnish to the selling Holders and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary Underwritten Offerings, upon the effectiveness of the Shelf Registration Statement:

(1)a certificate, dated the date of effectiveness of the Shelf Registration Statement signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of the Company, confirming, as of the date thereof, such matters as are both (A) customary

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for shelf registration statements in similar circumstances and (B) reasonably requested by such parties;

(2)an opinion, dated the date of effectiveness of the Shelf Registration Statement of counsel for the Company, covering the matters reasonable satisfactory to the managing underwriters and covering matters of the type customarily covered in opinions to underwriters in connection with primary Underwritten Offerings; and

(3)a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary Underwritten Offerings;

(B)set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof or substantially similar provisions with respect to all parties to be indemnified pursuant to such underwriting agreement; and

(C)deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(x)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this Section 6(c)(x), if any.

If at any time the representations and warranties of the Company contemplated in Section 6(c)(x)(A)(1) hereof cease to be true and correct, the Company shall so advise the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xi)in the case of a Shelf Registration, prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not then so subject;

(xii)in the case of a Shelf Registration, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and

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registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xiii)in the case of a Shelf Registration, use commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xi) hereof;

(xiv)in the case of a Shelf Registration, if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading;

(xv)if such registration relates to an Underwritten Offering, provide a legal opinion of the Company’s outside counsel, addressed to the underwriters of any underwritten public offering, with respect to the Registration Statement and prospectus in customary form and covering such matters of the type customarily covered by legal opinions of such nature;

(xvi)if such registration relates to an Underwritten Offering, furnish to the Holders participating in such offering such information and assistance as any such Holder may reasonably request in connection with any “due diligence” effort which such Holder deems appropriate;

(xvii)provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Warrant Agent or Transfer Agent, as applicable, with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xviii)in the case of a Shelf Registration, cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;

(xix)otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable, an earnings statement meeting the requirements of Rule 158 under the Securities Act;

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(xx)cause all Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared or the managing underwriter(s), if any.

In the case of a Shelf Registration Statement, each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section  4 hereof shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Liquidated Damages shall be payable.

SECTION 7.    Registration Expenses.

(a)All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Transfer Restricted Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, to the extent contemplated by Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance) (clause (i) through (v), “Registration Expenses”).

Each of the Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

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(b)In connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Holders of Transfer Restricted Securities being resold pursuant to the “Plan of Distribution” contained in the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel as may be chosen by the Holders of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared and reasonably acceptable to the Company.

SECTION 8.    Indemnification.

(a)The Company agrees to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company, such Indemnified Holder shall promptly notify the Company in writing; provided, however, that the failure to give such notice shall not relieve any of the Company of its obligations pursuant to this Section 8 except to the extent that it has been materially prejudiced by such failure, and provided further that the failure to give such notice shall not relieve any of the Company from any liability that it may have to an Indemnified Holder otherwise than under this Section 8. If any such proceeding shall be brought or asserted against an Indemnified Holder and it shall have notified the Company thereof, the Company shall retain counsel reasonably satisfactory to the Indemnified Holder (who shall not, without the consent of the Indemnified Holder, be counsel to the Company) to represent the Indemnified Person in such Proceeding, and the fees and expenses of such counsel shall be reimbursed, as incurred, by the Company. In any such proceeding, any Indemnified Holder shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the

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expense of such Indemnified Holder unless (i) the Company and the Indemnified Holder shall have mutually agreed to the contrary or (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Holder. The Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all Indemnified Holders. The Company shall be liable for any settlement of any such action or proceeding effected with the Company’s prior written consent, and each of the Company agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder, and in which such Indemnified Holder is or could have been a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding and there is no admission of fault on the part of the Indemnified Holders.

(b)Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and their respective directors, officers of the Company who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement or Prospectus (or any amendment or supplement thereto) or any free writing prospectus (or any amendment or supplement thereto). In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company, and the Company, its directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

(c)If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Holders, on the other hand, from the Offer (which in the case of the Company shall be deemed to be equal to the fair market value of the Securities sold in the Offer) and the Repurchase, the amount of Liquidated Damages which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or

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expenses, or if such allocation is not permitted by applicable law, the relative fault of the Company, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the aggregate fair market value of the Transfer Restricted Securities of such Holder registered under the applicable Registration Statement which contains such untrue or alleged untrue statement or omission or alleged omission exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective number of Transfer Restricted Securities held by each of the Holders hereunder and not joint.

SECTION 9.    Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements, provided that in no event shall any lock-up period exceed more than ninety (90) days.

SECTION 10.    Rule 144; Legend Removal.

(a)Facilitation of Sales Pursuant to Rule 144. The Company covenants to the Holders that to the extent it shall be required to do so under the Exchange Act, the Company

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shall use its commercially reasonable efforts to (i) timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and (ii) make and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act, all to the extent required from time to time to enable the Holders to sell Transfer Restricted Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with its sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

(b)Upon request of any Holder, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state laws, the Company shall promptly cause any legend affixed to any Transfer Restricted Securities to be removed from any certificate for any Transfer Restricted Securities, including by providing any opinion of counsel to the Company that may be required by the transfer agent to effect such removal, whereupon such securities shall cease to be Transfer Restricted Securities for any purpose whatsoever hereunder (except to the extent held by a Significant Holder).

SECTION 11.    Miscellaneous.

(a)Remedies. The Company hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of Sections 3, 4 and 6 of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c)Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 11(d)(i), obtained the written consent of the Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of the Required Holders, provided that any amendments of (v) the definition of “Significant Holder”, (w) clause (ii) of the definition of “Transfer Restricted Securities”, (x) clause (i) of the definition of “Requesting Holders”, (y) clause (ii) of the last sentence of Section 4(a)(x) or (z) this proviso, shall also require the consent of each Significant Holder. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relate exclusively to the rights of Holders whose securities are being registered pursuant to a Shelf Registration Statement and that do not affect directly or indirectly the rights of other Holders whose securities are not being registered pursuant to a Shelf Registration Statement may

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be given by the Holders of a majority of the Transfer Restricted Securities being tendered or registered, as applicable.

(d)Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i)if to a Holder, at the address set forth on the warrant register or stock register, as applicable, of the Company; and

(ii)if to the Company:

Cenveo, Inc.

200 First Stamford Place

Stamford, CT 06902

Facsimile: (203) 595-3074

Attn: Chief Financial Officer

With a copy to:

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, NY 10004

Facsimile:(212) 422-4726

Attention:Gary J. Simon

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Warrant Agent or Transfer Agent, as applicable.

(e)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(f)Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

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(h)Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(i)Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(j)Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CENVEO, INC.

By:      /s/ Scott J. Goodwin    

Name:Scott J. Goodwin

Title:Chief Financial Officer

[Signature Page to Warrant Registration Rights Agreement]

The foregoing Warrant Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

ALLIANZ GLOBAL INVESTORS U.S. LLC

By:/s/ Doug Forsyth

Name:        Doug Forsyth

Title:        Managing Director

[Signature Page to Warrant Registration Rights Agreement]

EX-4.5

Exhibit 4.5

EXECUTION VERSION

CENVEO CORPORATION

$50,000,000

4% Senior Secured Notes due 2021

INDENTURE AND NOTE PURCHASE AGREEMENT

by and among

CENVEO CORPORATION,

CENVEO, INC.,

Each of the GUARANTORS named herein,

ALLIANZGI US HIGH YIELD FUND and ALLIANZ INCOME AND GROWTH FUND, as Purchasers,

Each NOTEHOLDER party hereto

and

THE BANK OF NEW YORK MELLON, as Trustee and as Collateral Agent

Dated as of JUNE 10, 2016

TABLE OF CONTENTS

Article I
	THE NOTES		2
	Section 1.1.	Notes; Issuance.	2
	Section 1.2.	Execution and Authentication.	2
	Section 1.3.	Conditions.	3
	Section 1.4.	Voluntary Prepayments; Satisfaction and Discharge.	5
	Section 1.5.	Registrar and Paying Agent.	5
	Section 1.6.	Paying Agent to Hold Money in Trust.	5
	Section 1.7.	Holder Lists.	6
	Section 1.8.	Replacement Notes.	6
	Section 1.9.	Outstanding Notes.	6
	Section 1.10.	Treasury Notes.	7
	Section 1.11.	Cancellation.	7
	Section 1.12.	CUSIP Numbers.	7
Article II
	REPRESENTATIONS AND WARRANTIES OF THE PARENT COMPANY AND THE COMPANY TO THE PURCHASERS		7
	Section 2.1.	No Registration Required.	8
	Section 2.2.	No Integration of Offerings or General Solicitation.	8
	Section 2.3.	The Note Purchase Agreement.	8
	Section 2.4.	Authorization of the Notes.	8
	Section 2.5.	Authorization of the Intercreditor Agreements.	8
	Section 2.6.	Security Documents.	9
	Section 2.7.	No Material Adverse Change.	9
	Section 2.8.	Preparation of the Financial Statements.	9
	Section 2.9.	Incorporation and Good Standing of the Parent Company, the Company and their Respective Subsidiaries.	10
	Section 2.10.	Capitalization and Other Capital Stock Matters.	10
	Section 2.11.	Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required.	10
	Section 2.12.	No Material Actions or Proceedings.	11
	Section 2.13.	Intellectual Property Rights.	12
	Section 2.14.	All Necessary Permits, etc.	12
	Section 2.15.	Title to Properties.	12
	Section 2.16.	Tax Law Compliance.	12
	Section 2.17.	Company and Guarantors Not “Investment Companies”.	13
	Section 2.18.	Insurance.	13
	Section 2.19.	Solvency.	13
	Section 2.20.	Compliance with Sarbanes-Oxley.	13
	Section 2.21.	Accounting Systems.	14

i

	Section 2.22.	Disclosure Controls and Procedures.	14
	Section 2.23.	Regulations T, U and X.	14
	Section 2.24.	Compliance with and Liability under Environmental Laws.	14
	Section 2.25.	ERISA Compliance.	15
	Section 2.26.	No Unlawful Payments.	16
	Section 2.27.	Compliance with Money Laundering Laws.	17
	Section 2.28.	No Conflicts with Sanctions Laws.	17
	Section 2.29.	Collateral.	18
	Section 2.30.	Stock Options.	18
	Section 2.31.	Material Business Operations.	18
Article III
	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS		18
	Section 3.1.	Organization, Existence and Good Standing.	18
	Section 3.2.	Authorization.	18
	Section 3.3.	Receipt of Information.	19
	Section 3.4.	Investment Experience.	19
	Section 3.5.	Qualifications of Purchasers.	19
	Section 3.6.	Restricted Securities.	19
	Section 3.7.	ERISA.	19
Article IV
	COVENANTS		20
	Section 4.1.	Payment of Notes.	20
	Section 4.2.	Compliance Certificate.	20
	Section 4.3.	Taxes.	21
	Section 4.4.	Stay, Extension and Usury Laws.	21
	Section 4.5.	Change of Control.	21
	Section 4.6.	Asset Sales.	23
	Section 4.7.	Restricted Payments.	24
	Section 4.8.	Incurrence of Indebtedness.	29
	Section 4.9.	Liens.	31
	Section 4.10.	Dividend and Other Payment Restrictions Affecting Subsidiaries.	31
	Section 4.11.	Transactions with Affiliates.	34
	Section 4.12.	Additional Subsidiary Guarantees.	36
	Section 4.13.	Limitations on Issuances of Guarantees of Indebtedness.	36
	Section 4.14.	Designation of Restricted and Unrestricted Subsidiaries.	37
	Section 4.15.	Reports.	37
	Section 4.16.	Event of Loss.	38
	Section 4.17.	Further Assurances.	39
	Section 4.18.	Prepayment Conditions for Required Exchangeable Notes Purchase.	39
	Section 4.19.	Post-Closing Covenant.	39
	Section 4.20.	Offer to Purchase by Application of Net Proceeds.	42

ii

	Section 4.21.	Maintenance of Office or Agency.	44
Article V
	SUCCESSORS		44
	Section 5.1.	Successors.	44
	Section 5.2.	Successor Corporation Substituted.	45
Article VI
	DEFAULTS AND REMEDIES		46
	Section 6.1.	Events of Default.	46
	Section 6.2.	Acceleration.	48
	Section 6.3.	Other Remedies.	48
	Section 6.4.	Waiver of Past Defaults.	48
	Section 6.5.	Control by Majority.	48
	Section 6.6.	Limitation on Suits.	49
	Section 6.7.	Rights of Noteholders to Receive Payment.	49
	Section 6.8.	Collection Suit by Trustee.	49
	Section 6.9.	Trustee May File Proofs of Claim.	49
	Section 6.10.	Priorities.	50
	Section 6.11.	Undertaking for Costs.	51
Article VII
	TRUSTEE		51
	Section 7.1.	Duties of Trustee.	51
	Section 7.2.	Rights of Trustee.	52
	Section 7.3.	Individual Rights of Trustee.	53
	Section 7.4.	Trustee’s Disclaimer.	53
	Section 7.5.	Notices.	54
	Section 7.6.	Compensation and Indemnity.	54
	Section 7.7.	Replacement of Trustee.	55
	Section 7.8.	Successor Trustee by Merger, etc.	56
	Section 7.9.	Eligibility; Disqualification.	56
	Section 7.10.	Collateral Agent	56
	Section 7.11.	Co-Trustees; Separate Trustee, Collateral Agent.	57
	Section 7.12.	PATRIOT Act.	58
	Section 7.13.	Force Majeure.	58
	Section 7.14.	Limitation on Duty of Trustee in Respect of Collateral; Indemnification.	59
	Section 7.15.	Regarding The Bank of New York Mellon.	59
	Section 7.16.	FATCA.	59
Article VIII
	GUARANTEES		60
	Section 8.1.	Note Guarantees.	60
	Section 8.2.	Limitation of Guarantor’s Liability.	61
	Section 8.3.	Guarantors May Consolidate, etc., on Certain Terms.	61
	Section 8.4.	Releases.	62

iii

	Section 8.5.	“Trustee” to Include Paying Agent.	63
Article IX
	MISCELLANEOUS		63
	Section 9.1.	Rules of Construction.	63
	Section 9.2.	Entire Agreement.	63
	Section 9.3.	Notices.	64
	Section 9.4.	Amendments; Waiver.	65
	Section 9.5.	Binding Effect; Assignment; Transfer and Exchange.	67
	Section 9.6.	No Third-Party Beneficiaries.	69
	Section 9.7.	Revocation and Effect of Consents.	70
	Section 9.8.	Governing Law.	70
	Section 9.9.	Submission to Jurisdiction; Waiver of Venue.	70
	Section 9.10.	Consent to Service of Process.	71
	Section 9.11.	Waiver of Jury Trial.	71
	Section 9.12.	Counterpart Originals.	71
	Section 9.13.	Severability.	71
	Section 9.14.	Statements Required in Certificate or Opinion.	71
	Section 9.15.	Table of Contents, Headings, etc.	72
	Section 9.16.	Intercreditor Agreements.	72
	Section 9.17.	No Personal Liability of Directors, Officers, Employees and Stockholders.	72
	Section 9.18.	No Adverse Interpretation of Other Agreements.	72
	Section 9.19.	Treatment of Certain Information; Confidentiality.	72
	Section 9.20.	Notation on or Exchange of Notes.	73
Article X
	SECURITY		74
	Section 10.1.	Security Documents.	74
	Section 10.2.	Recording, Registration and Opinions.	74
	Section 10.3.	Releases of Collateral.	74
	Section 10.4.	Form and Sufficiency of Release.	75
	Section 10.5.	Possession and Use of Collateral.	75
	Section 10.6.	Purchaser Protected.	76
	Section 10.7.	Authorization of Actions to Be Taken by the Collateral Agent under the Security Documents.	76
	Section 10.8.	Authorization of Receipt of Funds by the Trustee Under the Security Agreement.	76
	Section 10.9.	Powers Exercisable by Receiver or Collateral Agent.	76
	Section 10.10.	Appointment and Authorization of Collateral Agent.	76

Annex A    Definitions

Exhibit A    Form of Note

Exhibit B    Form of Guaranty Joinder Agreement

Exhibit C    Form of Assignment

iv

Exhibit D    Form of Certificate of Transfer

Exhibit E    Form of Certificate from Acquiring Accredited Investor

Exhibit F    Form of Noteholder Joinder Agreement

Schedule I    Allocations

Schedule II    Subsidiaries with Material Business Operations

v

INDENTURE AND NOTE PURCHASE AGREEMENT

THIS INDENTURE AND NOTE PURCHASE AGREEMENT (as amended, modified or supplemented from time to time, this “Note Purchase Agreement”) is made and entered into as of June 10, 2016, by and among Cenveo Corporation, a Delaware corporation (the “Company”), Cenveo, Inc., a Colorado corporation (“Parent Company”), each of the other Guarantors (as defined herein), AllianzGI US High Yield Fund, a Luxembourg mutual fund (“Allianz US”), Allianz Income and Growth Fund, a Luxembourg mutual fund (together with Allianz US, the “Purchasers”, each of which is a Managed Fund or Affiliate of Allianz Global Investors U.S. LLC, a Delaware limited liability company (the “Purchaser Advisor”)), each other Noteholder (as defined herein) from time to time party hereto and The Bank of New York Mellon, a New York banking corporation, as trustee (together with its successors in such capacity, the “Trustee”) and as collateral agent (together with its successors in such capacity, the “Collateral Agent”) in respect of the Indenture Related Provisions. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Annex A hereto.

RECITALS:

WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement, the Company is (i) consummating an exchange offer for its outstanding 11.5% Senior Notes due 2017 for the consideration set forth in and in accordance with an offering memorandum, dated May 10, 2016 (the “Offering Memorandum”), pursuant to the offer to exchange contained therein (such exchange transaction, the “11.5% Notes Exchange”), and (ii) entering into Amendment No. 4 to the Credit Agreement, to amend the ABL Facility (the “ABL Amendment”);

WHEREAS, in connection with the above referenced transactions, the Company will enter into a 7% Notes Purchase Agreement with Allianz Global Investors U.S. LLC (the “7.0% Notes Purchase Agreement”) to commit to purchase, after the Issue Date but no later than January 31, 2017, the 7.0% Senior Exchangeable Notes due 2017 issued by the Company and owned by Allianz Global Investors U.S. LLC for the consideration set forth in the 7.0% Notes Purchase Agreement (the “Required Exchangeable Notes Purchase”);

WHEREAS, on the terms and subject to the conditions set forth herein, contemporaneously with the consummation of the 11.5% Notes Exchange and the ABL Amendment, the Purchasers are willing to purchase one or more senior secured notes issued by the Company in the aggregate principal amount of $50,000,000;

WHEREAS, the Trustee and the Collateral Agent are entering into this Note Purchase Agreement with the Company and the Guarantors solely in respect of the Indenture Related Provisions, including the distribution of payments made by the Company in respect of the Notes for the ratable benefit of the Noteholders and the perfection of a security interest in the Collateral for the benefit of the Noteholders; and

WHEREAS, the Company, the Guarantors and the Purchasers are entering into this Note Purchase Agreement in respect of the Note Purchase Related Provisions, including the initial purchase of the Notes by the Purchasers in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

THE NOTES

Section 1.1     Notes; Issuance.

(a)    On the terms and subject to the conditions set forth in this Note Purchase Agreement, on the Issue Date the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company, a Note dated the Issue Date in the principal amount set forth in Schedule I hereto opposite the name of such Purchaser, at the purchase price of 100% of the principal amount thereof. The aggregate principal amount of all such Notes shall equal $50,000,000. Each Note will be fully and unconditionally guaranteed, jointly and severally, by the Parent Company and each of the other Guarantors pursuant to Article VIII hereof.

(b)    On the Issue Date, immediately following the execution and delivery of this Note Purchase Agreement, and concurrently with the consummation of the 11.5% Notes Exchange and the ABL Amendment becoming effective, the Company will deliver or cause to be delivered the Notes to the Purchasers, on the terms and subject to the conditions set forth in Section 1.3 of this Note Purchase Agreement, against payment of the aggregate purchase price therefor of $50,000,000, which purchase price shall be delivered to the Company in the form of wire transfer of immediately available funds to an account designated in writing by the Company at least three (3) Business Days prior to the Issue Date.

Section 1.2.    Execution and Authentication.

Two Officers shall sign the Notes for the Company by manual or facsimile signature. The Company’s seal shall be reproduced on the Notes and may be in facsimile form.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Note Purchase Agreement. Each Note shall be dated the date of its authentication.

The Trustee shall, upon a written order of the Company signed by two Officers, authenticate Notes (i) for original issue on the Issue Date, in an aggregate principal amount of $50,000,000 and (ii) subject to compliance with Section 1.8 or Section 9.5, as applicable, from time to time after the Issue Date in the principal amount set forth in the applicable written order of the Company.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Note Purchase Agreement to authentication by the Trustee includes

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authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Noteholders or an Affiliate of the Company.

Section 1.3.    Conditions.

The Purchasers’ obligation to purchase and pay for the Notes issued on the Issue Date is subject to the satisfaction, prior to or on the Issue Date, of the following conditions:

(a)    The Company shall deliver to the Purchaser Advisor copies of the following documents, executed by each party thereto:

(i)    this Note Purchase Agreement;

(ii)    the Notes;

(iii)    the Intercreditor Agreements;

(iv)    the Security Agreement, together with (A) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Purchaser Advisor may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described therein, and (B) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Purchaser Advisor may deem necessary or desirable in order to perfect the Liens created thereby;

(v)    intellectual property security agreements with respect to all Collateral consisting of registered or applied for patents, copyrights, trademarks or, in each case, exclusive licenses therefor, together with evidence of the completion of all other actions (other than any recordings or filings of such intellectual property security agreements with the United States Patent and Trademark Office and United States Copyright Office that will be filed promptly after the issuance of the Notes) with respect to such intellectual property security agreements that the Purchaser Advisor may deem necessary or desirable in order to perfect the Liens created thereby;

(vi)    a customary perfection certificate, in form and substance reasonably satisfactory to the Purchaser Advisor, setting forth all information with respect to the Collateral requested therein (the “Perfection Certificate”);

(vii)    customary secretary’s certificates attaching, with respect to the Company and each Guarantor, (A) authorizing resolutions, (B) charter and governing documents (if applicable, certified by the secretary of state or other applicable governmental authority of the state of the Company’s or such Guarantor’s formation), (C) incumbency information relating to the Company and each Guarantor and (D) evidence that each of the Company and each Guarantor is in good standing as of the Issue Date in the state of its formation, in each case, in form and substance reasonably satisfactory to the Purchaser Advisor;

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(viii)    a customary certificate of the chief financial officer of the Company, certifying that (i) immediately after the Issue Date, the Parent Company, the Company and the Guarantors, on a consolidated basis, will be Solvent and (ii) on the Issue Date, the conditions set forth in clauses (b), (e), (f) and (h) of this Section 1.3 shall have been satisfied;

(ix)    a customary favorable opinion of Hughes Hubbard & Reed LLP, New York counsel for the Company and the Guarantors, dated as of such Issue Date, in form and substance reasonably satisfactory to the Purchaser Advisor; and

(x)    a customary favorable opinion of Ian R. Scheinmann, Esq., Senior Vice President, Legal Affairs of Parent Company, dated as of such Issue Date, in form and substance reasonably satisfactory to the Purchaser Advisor.

(b)    All necessary governmental and third party approvals and/or consents required with respect to the Company and the Guarantors in connection with the transactions contemplated herein and in the other Note Purchase Documents shall have been obtained and remain in effect.

(c)    Delivery of certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches and bankruptcy searches or equivalent reports or searches, each as of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are filed in those state or, to the extent applicable, county jurisdictions in which any Loan Party is organized or maintains its principal place of business, in each case, to the extent requested at least 10 (ten) days prior to the Issue Date.

(d)    Delivery of customary insurance certificates and endorsements naming the Collateral Agent (on behalf of the Noteholders) as an additional insured or loss payee, as the case may be, under all insurance policies to the extent insurance certificates and endorsements in respect of such insurance policies have been delivered to the ABL Agent, the Senior Priority Agent or the Junior Priority Agent, in form and substance reasonably satisfactory to the Purchaser Advisor.

(e)    The representations and warranties of the Company and the Guarantors set forth herein and in the other Note Purchase Documents shall be true and correct in all material respects as of the Issue Date (or, to the extent qualified by “materiality” or “Material Adverse Change”, in all respects).

(f)    No Default or Event of Default shall exist, or would result from the issuance of the Notes on the Issue Date, or from the application of proceeds thereof.

(g)    At least two (2) days prior to the Issue Date, delivery of all documentation and other information requested by the Purchasers at least seven (7) days prior to the Issue Date that is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations.

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(h)    The conditions for the consummation of the 11.5% Notes Exchange and the conditions for the effectiveness of the ABL Amendment (other than conditions relating to the transactions under this Note Purchase Agreement) shall have been satisfied or waived such that concurrently with the Issue Date, (i) the 11.5% Notes Exchange will concurrently be consummated and (ii) the ABL Amendment will concurrently become effective.

(i)    The Company shall have reimbursed all expenses of the Purchaser Advisor required to be reimbursed on the Issue Date pursuant to the Support Agreement.

Section 1.4.    Voluntary Prepayments; Satisfaction and Discharge.

The Company may prepay the Notes in whole or in part at any time without any premium or penalty. Upon prepayment in full of the entire principal amount of the Notes and all accrued interest thereon in accordance with Section 4.1, this Note Purchase Agreement shall be deemed satisfied and discharged.

Section 1.5.    Registrar and Paying Agent.

The Company and the Guarantors shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Company initially appoints the Trustee, and the Trustee accepts its appointment, to act as the Registrar and Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Note Purchase Agreement. The Company may change the Paying Agent without prior notice to the Noteholders; provided that written notice of such change shall be delivered to the Noteholders at least five (5) Business Days prior to the scheduled payment of interest or principal in respect of the Notes immediately following such change. The Company may change the Registrar with five (5) Business Days’ prior written notice to the Noteholders. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company, the Parent Company or any of the Guarantors may act as Paying Agent or Registrar.

Section 1.6.    Paying Agent to Hold Money in Trust.

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

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reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

Section 1.7.    Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Noteholders. If the Trustee is not the Registrar, the Company and/or the Guarantors shall furnish to the Trustee at least seven (7) Business Days before each interest payment date, if any, 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 and including whether any such Noteholder is the Company, a Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor.

Section 1.8.    Replacement Notes.

If (i) any mutilated Note is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, (ii) any transfer of a Note is consummated in accordance with Section 9.5 or (iii) any new Notes are required in connection with any partial tender in an offer pursuant to Section 4.5 or Section 4.20, in each case, the Company shall issue and the Trustee, upon the written order of the Company signed by two Officers of the Company, shall authenticate a replacement Note.

At the request of the Company and/or the Trustee, a loss affidavit and indemnity that is reasonably satisfactory to the requesting party shall be supplied by the Noteholder in connection with any destruction, loss or theft of any Note.

Every replacement Note is an obligation of the Company and the Guarantors and shall be entitled to all of the benefits of this Note Purchase Agreement equally and proportionately with all other Notes duly issued hereunder.

Section 1.9.    Outstanding Notes.

(a)    The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Except as set forth in Section 1.10 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

(b)    If a Note is replaced pursuant to Section 1.8 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

(c)    If the entire principal amount of any Note and all accrued interest thereon is considered paid under Section 4.1 hereof, interest on it shall cease to accrue and, upon distribution of such principal and accrued interest in accordance with Section 4.1 hereof to the Noteholder entitled thereto in accordance with the payment instructions previously provided by such Noteholder, such Note shall be deemed to be no longer outstanding.

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(d)    If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay the entire principal amount and all accrued interest of the Notes payable on that date, then on and after that date interest on such Notes shall cease to accrue and, upon distribution of such principal and accrued interest in accordance with Section 4.1 hereof to the Noteholders entitled thereto in accordance with the payment instructions previously provided by such Noteholders, such Notes shall be deemed to be no longer outstanding.

Section 1.10.    Treasury Notes.

In determining whether the Noteholders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, by any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that have been identified as being owned by the Company, by any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor in any list delivered pursuant to Section 1.7 or in the Transfer Documentation pursuant to which such Note was transferred to such Person or that a Responsible Officer of the Trustee otherwise actually knows are so owned shall be so disregarded.

Section 1.11.    Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall, in accordance with its customary procedures, cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall upon written request confirm in writing to the Company which Notes have been cancelled by the Trustee. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 1.12.    CUSIP Numbers.

The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices as a convenience to Noteholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PARENT COMPANY AND THE COMPANY TO THE PURCHASERS

The Parent Company and the Company each hereby represent and warrant to the Purchasers the following as of the date hereof and as of the Issue Date:

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Section 2.1.    No Registration Required.

Subject to compliance by the Purchasers with, and the accuracy of, the representations and warranties set forth in Article III hereof with respect to the Purchasers, it is not necessary in connection with the offer, sale and delivery of the Notes to the Purchasers in the manner contemplated by this Note Purchase Agreement on the Issue Date to register such Notes under the Securities Act.

Section 2.2.    No Integration of Offerings or General Solicitation.

None of the Company, the Guarantors or any of their respective Affiliates, or any person acting on its or any of their behalf has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes in a manner that would require the Notes to be registered under the Securities Act. None of the Company, the Guarantors, nor any of their respective Affiliates or any person acting on any of their behalf has engaged or will engage, in connection with the offering of the Notes, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

Section 2.3.    The Note Purchase Agreement.

This Note Purchase Agreement has been duly authorized, executed and delivered by the Company and the Guarantors and constitutes a valid and binding agreement of each of the Company and each Guarantor, enforceable against such Person in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless whether such enforceability is considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought and except as rights to indemnification may be limited by applicable law and public policy considerations (collectively, the “Enforceability Exceptions”).

Section 2.4.    Authorization of the Notes.

Each Note issued on the Issue Date has been duly authorized for issuance and sale pursuant to this Note Purchase Agreement and duly executed by the Company and, when delivered against payment of the purchase price therefor, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by the Enforceability Exceptions.

Section 2.5.    Authorization of the Intercreditor Agreements.

Each of the Intercreditor Agreements has been duly authorized by the Company and each Guarantor and duly executed and delivered by the Company and each Guarantor and constitutes a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as the enforcement thereof may be limited by the Enforceability Exceptions.

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Section 2.6.    Security Documents.

Each of the Security Documents in effect on the Issue Date has been duly authorized by the Company and/or the applicable Guarantor, as appropriate, and duly executed and delivered by the Company and/or the applicable Guarantor and constitutes a legal, valid and binding agreement of the Company and/or the applicable Guarantor, enforceable against the Company and/or the applicable Guarantor (subject, as to the enforcement of remedies, to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally from time to time in effect and by general principles of equity (regardless whether such enforceability is considered in a proceeding in equity or at law)). The Security Documents in effect on the Issue Date create in favor of the Collateral Agent, for the benefit of itself and the Noteholders, valid and enforceable Liens on the Collateral and, upon the filing of appropriate UCC financing statements in United States jurisdictions, and the taking of the other actions, in each case as further described in the Security Documents, the Liens on the rights of the Company or the applicable Guarantor in such Collateral will be perfected Liens, superior to and prior to the Liens of all third persons, subject to the terms of the Intercreditor Agreements.

Section 2.7.    No Material Adverse Change.

Except as otherwise previously disclosed in any filing made with the SEC by the Parent Company or in the Offering Memorandum, (i) since January 2, 2016, there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects of the Parent Company, the Company and their respective Subsidiaries, considered as one entity (any such change is called a “Material Adverse Change”), (ii) the Parent Company, the Company and their respective Subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement (other than the agreements and transactions contemplated in the Support Agreement); and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Parent Company or the Company or, except for dividends paid to the Parent Company, the Company or other Subsidiaries, any of their respective subsidiaries on any class of capital stock or repurchase or redemption by the Parent Company, the Company or any of their respective Subsidiaries of any class of capital stock.

Section 2.8.    Preparation of the Financial Statements.

The consolidated financial statements, together with the related schedules and notes, included in the Parent Company’s Annual Report on Form 10‑K for the fiscal year ended January 2, 2016 present fairly in all material respects the consolidated financial position of the entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with GAAP as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.

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Section 2.9.    Incorporation and Good Standing of the Parent Company, the Company and their Respective Subsidiaries.

Each of the Parent Company, the Company and their respective Subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as presently conducted and, in the case of the Parent Company, the Company and the Guarantors, to enter into and perform its obligations under each of this Note Purchase Agreement, the Notes, the Security Documents and the Intercreditor Agreements to which it is a party. Each of the Parent Company, the Company and each Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding Capital Stock of each Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Parent Company, directly or through Subsidiaries, free and clear of any Lien, except as otherwise previously disclosed in any filing made with the SEC by the Parent Company or in the Offering Memorandum. As of the Issue Date, the Parent Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Company and such other Subsidiaries party hereto as Guarantors or otherwise listed in the organizational chart in Schedule 6 of the Security Agreement.

Section 2.10.    Capitalization and Other Capital Stock Matters.

At January 2, 2016, on a consolidated basis, after giving pro forma effect to the Transactions (as defined in the in the Offering Memorandum), including, without limitation, issuance and sale of the Notes pursuant hereto, the Company and the Parent Company would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the caption “Capitalization” (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans described in the Offering Memorandum or upon exercise of outstanding options described in the Offering Memorandum).

Section 2.11.    Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required.

None of the Parent Company, the Company or any of their respective Subsidiaries is (i) in violation of its charter, bylaws or similar constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Existing Instrument Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Parent Company, the Company or any of their respective Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Senior Priority Notes, the Junior Priority Notes, the Unsecured Notes or the related indentures, and the ABL Facility), or to which any of the property or assets of the Parent Company, the Company or any

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of their respective Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Existing Instrument Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s and the Guarantors’ execution, delivery and performance of this Note Purchase Agreement, the Security Documents and the Intercreditor Agreements, as the case may be, and the issuance and delivery of the Notes, and consummation of the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Parent Company, the Company or any of their respective Subsidiaries, (ii) will not conflict with or constitute a breach of, or Existing Instrument Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any Lien upon any property or assets of the Parent Company, the Company or any of their respective Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Existing Instrument Defaults or Liens as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Parent Company, the Company or any of their respective Subsidiaries, except for such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s or any Guarantor’s execution, delivery and performance of this Note Purchase Agreement, the Security Documents, or the Intercreditor Agreements, or the issuance and delivery of the Notes or consummation of the transactions contemplated hereby and thereby, except (A) such as have been obtained or made by the Company and the applicable Guarantor and are in full force and effect under the Securities Act or applicable securities laws of the several states of the United States or provinces of Canada, and (B) such filings and recordings as may be required to perfect the Liens granted to the Trustee in the Collateral. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of Indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such Indebtedness by the Parent Company, the Company or any of their respective Subsidiaries.

Section 2.12.    No Material Actions or Proceedings.

Except as otherwise previously disclosed in any filing made with the SEC by the Parent Company or in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s or any Guarantor’s knowledge, threatened (i) against or affecting the Parent Company, the Company or any of their respective Subsidiaries or (ii) which has as the subject thereof any property owned or leased by the Parent Company, the Company or any of their respective Subsidiaries and any such action, suit or proceeding, if determined adversely to the Parent Company, the Company or such Subsidiary, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Note Purchase Agreement. No labor dispute with the employees of the Parent Company, the Company or any of their respective Subsidiaries (a) exists or (b) to the best of the Company’s or any Guarantor’s knowledge, is

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threatened or imminent and, in each case, would reasonably be expected to result in a Material Adverse Change.

Section 2.13.    Intellectual Property Rights.

The Parent Company, the Company and their respective Subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not reasonably be expected to result in a Material Adverse Change. Neither the Parent Company, the Company nor any of their respective Subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Change.

Section 2.14.    All Necessary Permits, etc.

The Parent Company, the Company and each Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses, except the absence of which certificates, authorizations or permits which would not reasonably be expected to result in a Material Adverse Change, and neither the Parent Company, the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change.

Section 2.15.    Title to Properties.

The Parent Company, the Company and each of their respective Subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 2.8 hereof, in each case free and clear of any Liens, except (i) for Permitted Liens and (ii) such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Parent Company, the Company or such Subsidiary. The real property, improvements, equipment and personal property held under lease by the Parent Company, the Company or any of their respective Subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made of such real property, improvements, equipment or personal property by the Parent Company, the Company or such Subsidiary.

Section 2.16.    Tax Law Compliance.

The Parent Company, the Company and their respective Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related assessment, fine or penalty levied against any of them, except to the extent that the failure of any of the foregoing to

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be true would, in the aggregate, not reasonably be expected to result in a Material Adverse Change. The Parent Company and the Company have made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 2.8 hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Parent Company, the Company or any of their respective Subsidiaries has not been finally determined.

Section 2.17.    Company and Guarantors Not “Investment Companies”.

Neither the Company nor any Guarantor is, or after receipt of payment for the Notes on the Issue Date and the application of the proceeds thereof will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (including the rules and regulations of the SEC promulgated thereunder), and will conduct its business in a manner so that it will not become subject to such Investment Company Act.

Section 2.18.    Insurance.

Each of the Parent Company, the Company and their respective Subsidiaries have insurance covering their respective properties, which insurance is in amounts and covers such losses and risks as are customary for businesses in similar industries. Neither the Parent Company nor the Company has received notice from any insurer or agent of such insurer that it or any Subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected to result in a Material Adverse Change.

Section 2.19.    Solvency.

Immediately after the Issue Date, the Parent Company, the Company and the Guarantors, on a consolidated basis, will be Solvent. As used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.

Section 2.20.    Compliance with Sarbanes-Oxley.

The Parent Company, the Company and their respective Subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,” which term, as used herein, includes the rules and regulations of the SEC promulgated thereunder).

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Section 2.21.    Accounting Systems.

The Parent Company, the Company and their respective Subsidiaries maintain a system of internal accounting controls that is in compliance with the Sarbanes-Oxley Act and is sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Section 2.22.    Disclosure Controls and Procedures.

The Parent Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Company and its Subsidiaries is made known to the chief executive officer and chief financial officer of the Parent Company by others within the Parent Company, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Company’s auditors and the Board of Directors of the Parent Company have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Parent Company’s or the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Parent Company’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Section 2.23.    Regulations T, U and X.

Neither the Company nor any Guarantor nor any of their respective Subsidiaries nor any agent thereof acting on their behalf has taken, and none of them will take, any action that might cause the issuance or sale of the Notes to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

Section 2.24.    Compliance with and Liability under Environmental Laws.

Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) each of the Parent Company, the Company and their respective Subsidiaries and their respective operations and facilities are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and

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facilities of the Parent Company, the Company or their respective Subsidiaries under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) neither the Parent Company, the Company nor any of their respective Subsidiaries has received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Parent Company, the Company or any of their respective Subsidiaries is in violation of any Environmental Law; (iii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Parent Company or the Company has received written notice, and no written notice by any person or entity that has been received by the Parent Company or the Company alleging actual or potential liability on the part of the Parent Company, the Company or any of their respective Subsidiaries pursuant to any Environmental Law pending or, to the best of the Company’s or any Guarantor’s knowledge, threatened against the Parent Company, the Company or any of their respective Subsidiaries or any person or entity whose liability under or pursuant to any Environmental Law the Parent Company, the Company or any of their respective Subsidiaries has retained or assumed either contractually or by operation of law; (iv) neither the Parent Company, the Company nor any of their respective Subsidiaries is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; (v) no Lien has been recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Parent Company, the Company or any of their Subsidiaries; and (vi) there are no past or present actions, activities, circumstances, conditions or occurrences at any facility or property owned, operated or leased by the Parent Company, the Company or any of their Subsidiaries, including, without limitation, the Release or threatened Release of any Material of Environmental Concern, that could reasonably be expected to result in a violation of or liability under any Environmental Law on the part of the Parent Company, the Company or any of their respective Subsidiaries, including without limitation, any such liability which the Parent Company, the Company or any of their respective Subsidiaries has retained or assumed either contractually or by operation of law. For purposes of this Note Purchase Agreement, “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws” means the common law and all federal, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and injunctions issued, promulgated or entered thereunder, relating to pollution or protection of the Environment or human health, including without limitation, those relating to (i) the Release or threatened Release of Materials of Environmental Concern; and (ii) the manufacture, processing, distribution, use, generation, treatment, storage, transport, handling or recycling of Materials of Environmental Concern. “Materials of Environmental Concern” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including without limitation, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.

Section 2.25.    ERISA Compliance.

Except as would not reasonably be expected to cause a Material Adverse Change:

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(a)    The Parent Company, the Company and their respective Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Parent Company, the Company, their respective Subsidiaries or their ERISA Affiliates (as defined below) (an “Employee Benefit Plan”), other than a Multiemployer Plan, are in compliance with ERISA;

(b)    To the knowledge of the Company and the Guarantors, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Parent Company, the Company, their respective Subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance with ERISA;

(c)    No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any Employee Benefit Plan (other than any reportable event for which notice has been waived or for which notice was timely filed) in connection with the offering and the sale of the Notes;

(d)    Neither the Parent Company, the Company, their respective Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any Employee Benefit Plan (except as otherwise previously disclosed in any filing made with the SEC by the Parent Company or in the Offering Memorandum), or (B) Section 430(k), 4971, 4975 or 4980B of the Code; and

(e)    Each Employee Benefit Plan that is intended to be qualified under Section 401 of the Code (A) has received (or is entitled to rely upon) a favorable IRS determination letter as to its qualified status, or (B) was adopted by means of a prototype plan that has received a favorable IRS opinion letter on which the plan sponsor is entitled to rely, and nothing has occurred, whether by action or failure to act, which would adversely affect such determination. The term “ERISA Affiliate” means, with respect to the Parent Company, the Company or a Subsidiary, any member of any group of organizations described in Section 414(b) or (c) of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Parent Company, the Company or such Subsidiary is a member.

Section 2.26.    No Unlawful Payments.

Neither the Parent Company nor any of its Subsidiaries, nor, to the knowledge of the Company and each of the Guarantors, any director, officer or employee, agent, affiliate or other person acting on behalf of the Parent Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as

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amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Parent Company and its Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to ensure compliance with all applicable anti-bribery and anti-corruption laws.

Section 2.27.    Compliance with Money Laundering Laws.

The operations of the Parent Company and its Subsidiaries are and have been conducted for the past five years in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and all applicable money laundering statutes of all jurisdictions where the Parent Company or any of its Subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Parent Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or any of the Guarantors, threatened.

Section 2.28.    No Conflicts with Sanctions Laws.

Neither the Parent Company nor any of its Subsidiaries, nor, to the knowledge of the Company or any of the Guarantors, any director, officer, employee, agent, affiliate is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Parent Company or any of its Subsidiaries or any of the Guarantors located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Parent Company will not directly or indirectly use the proceeds of the offering of the Notes hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Parent Company and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in any dealings or transactions with any person that at

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the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Section 2.29.    Collateral.

The Company and the Guarantors collectively own, have rights in or have the power to transfer rights in the Collateral, free and clear of any Liens other than Permitted Liens.

Section 2.30.    Stock Options.

With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Parent Company, the Company and their respective Subsidiaries (the “Company Stock Plans”), the Parent Company has not knowingly granted, and there is no and has been no policy or practice of the Parent Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Parent Company or their respective Subsidiaries or their results of operations or prospects.

Section 2.31.    Material Business Operations.

None of the Guarantors (other than the Parent Company and the Subsidiaries of the Parent Company set forth in Schedule II hereto) has any material business operations.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser represents and warrants to the Parent Company on the Issue Date that:

Section 3.1.    Organization, Existence and Good Standing.

Such Purchaser is duly organized and is validly existing and in good standing under the laws pursuant to which it was formed, and has all requisite corporate power and corporate authority to carry on its businesses as now conducted and as presently proposed to be conducted.

Section 3.2.    Authorization.

Such Purchaser has full power and authority to execute and deliver this Note Purchase Agreement, and to carry out the provisions of this Note Purchase Agreement. Any and all corporate or partnership action on the part of such Purchaser necessary for the authorization, execution and delivery of this Note Purchase Agreement and the performance of all obligations of such Purchaser hereunder has been taken. This Note Purchase Agreement has been duly and validly executed and delivered and constitutes, assuming due execution and delivery by the other parties hereto of this Note Purchase Agreement, a valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the Enforceability Exceptions.

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Section 3.3.    Receipt of Information.

Such Purchaser believes it has received all the information such Purchaser considers necessary or appropriate for deciding whether to purchase its Note. Such Purchaser further represents that such Purchaser has had an opportunity to ask questions and receive answers from the Parent Company regarding the terms and conditions of the offering of the Notes and the business, properties, prospects and financial condition of the Parent Company and to request and obtain additional information (to the extent the Parent Company possessed such information or could acquire it without unreasonable effort or expense). The foregoing, however, does not limit or modify the representations and warranties of the Parent Company and the Company in Article II of this Note Purchase Agreement or the right of such Purchaser to rely thereon.

Section 3.4.    Investment Experience.

Such Purchaser confirms that it has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of an investment in the Notes and of making an informed investment decision and understands that: this investment is suitable only for an investor which is able to bear the economic consequences of losing its entire investment; the purchase of the Notes by such Purchaser hereunder is a speculative investment which involves a high degree of risk of loss of the entire investment; there are substantial restrictions on the transferability of, and there will be no public market for, the Notes, and accordingly, it may not be possible for such Purchaser to liquidate its investment in case of emergency; and this Note Purchase Agreement and the other Note Purchase Documents create a complex set of rights and obligations of such Purchaser.

Section 3.5.    Qualifications of Purchasers.

Such Purchaser is an “Accredited Investor” as such term is defined in Rule 501(a) under the Securities Act (without reliance on Rule 501(a)(4) thereof). Such Purchaser is not a “Bad Actor” within the meaning of Rule 506 of the Securities Act.

Section 3.6.    Restricted Securities.

Such Purchaser understands that the Notes may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either an effective registration statement covering the Notes or an available exemption from registration under the Securities Act, the Notes must be held indefinitely. Such Purchaser understands that the Notes will carry legends required by law. In particular, such Purchaser is aware that the Notes may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met.

Section 3.7.    ERISA.

Such Purchaser represents that (a) it is not and will not be (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA (ii) a plan subject to Section 4975 of the Code (each of (i) and (ii), a “Plan”), or (iii) an entity holding the assets of or acting on behalf of a Plan, or (b) its acquisition, holding and disposition of the Notes

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does not and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

ARTICLE IV
COVENANTS

The Company and each Guarantor hereby agrees that, so long as the Notes are outstanding:

Section 4.1.    Payment of Notes.

(a)    The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided herein and in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Trustee holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company hereby authorizes and directs the Trustee, from the amounts paid to it hereunder, to (and the Trustee agrees that it shall) make or cause to be made all payments on the Notes in accordance with the terms thereof. Such payments shall be made to the Noteholders in accordance with the terms of the Notes and the provisions contained in this Note Purchase Agreement. All interest payments in respect of the Notes will be made by the Trustee on the relevant interest payment date (as set forth in the Notes) to the Noteholders in whose names the Notes are registered at the close of business (in New York City) on the record date specified in the Notes next preceding the interest payment date or such other date as is provided in the Notes.

(b)    If any principal of or interest on the Notes or any other amounts payable by the Company hereunder or under the Notes is not paid when due, the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on such overdue principal amount at the rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful from and including such due date to but excluding the date paid; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. All such interest payable pursuant to thisclause (b)shall be payable on demand.

Section 4.2.    Compliance Certificate.

(a)    The Company and the Guarantors shall deliver to the Trustee and the Noteholders, within 90 days after the end of the fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal yearhas been madeunder the supervision of the signing Officers with a view to determining whether the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled its obligations under the Note Purchase Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled each and every covenant contained in the Note Purchase Documents and is not in default in the performance or

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observance of any of the terms, provisions and conditions of the Note Purchase Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company or such Guarantor, as the case may be, is taking or proposes to take with respect thereto).

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

Section 4.3.    Taxes.

The Parent Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Noteholders.

Section 4.4.    Stay, Extension and Usury Laws.

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

Section 4.5.    Change of Control.

(a)    If a Change of Control occurs, unless the Company has exercised its right to redeem all or a portion of the Notes pursuant toSection 2(c)of the Notes, each Noteholder will have the right to require the Company to repurchase all or any part(equal to $1,000 or an integral multiple thereof) of that Noteholder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a “Change of Control Payment” in cash equal to 100% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase.

(b)    Within 30 days following any Change of Control, the Company (or at the request of the Company, the Trustee) shall send to each Noteholder (with a copy to Trustee, or the Company, as applicable) at such Noteholder’s address appearing inSection 9.3hereof or such address provided in writing by such Noteholder to the Trustee, a notice stating:

(i)    that a Change of Control has occurred and a Change of Control Offer is being made pursuant toSection 4.5of this Note Purchase Agreement and that all

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Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment;

(ii)    the Change of Control Payment and the repurchase date (the “Change of Control Payment Date”), which date shall be, subject to any contrary requirements of applicable law, a Business Day no later than 60 days from the date such notice is mailed or delivered;

(iii)    the circumstances giving rise to the Change of Control;

(iv)    the procedures that Noteholders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that the Noteholders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment; and

(v)    that on and after the Change of Control Payment Date, interest shall cease to accrue on the Notes or portions of the Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the Change of Control Payment.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent the provisions of any securities laws are applicable in connection with such repurchase of the Notes and are inconsistent with the terms of this Note Purchase Agreement, the Company will not be deemed to have breached this covenant by complying with such laws.

(c)    On the Change of Control Payment Date, the Company will, to the extent lawful:

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

(ii)    pay to the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(iii)    upon surrender of any original Notes to the Trustee or the Company, deliver to the Trustee a new Note for each relevant Noteholder in a principal amount equal to any unpurchased outstanding portion of such surrendered Notes, if any.

(d)    The Company shall deposit with the Trustee on or prior to the Change of Control Payment Date, and the Trustee will promptly on the Change of Control Payment Date pay to each Noteholder of Notes so tendered, the Change of Control Payment for such Notes, and the Trustee will promptly on the Change of Control Payment Date mail to each such Noteholder the new Note issued by the Company for the unpurchased outstanding portion of the relevant Notes surrendered, if any.

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(e)    The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Note Purchase Agreement applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.6.    Asset Sales.

The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(a)    the Parent Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets or Equity Interests issued or sold or otherwise disposed of;

(b)    at least 75% of the Net Proceeds received by the Parent Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:

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

(ii)    any securities, notes or other obligations received by the Parent Company or any such Restricted Subsidiary from such transferee that are converted by the Parent Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion)within 180 days following the closing of such Asset Sale; and

(iii)    any Designated Noncash Consideration received by the Parent Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Parent Company), taken together with all other Designated Noncash Consideration received pursuant to thisclause (iii)that is at that time outstanding, not to exceed the greater of (A) $75 million and (B) five percent (5%) of the total assets of the Parent Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Parent Company and determined in accordance with GAAP (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose; and

(c)    If such Asset Sale involves the disposition of Collateral, the Parent Company or such Subsidiary has complied with the provisions of the Note Purchase Documents.

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Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Company or a Restricted Subsidiary must apply such Net Proceeds:

(a)    to be reinvested in the business of the Parent Company or a Restricted Subsidiary and to the extent that the assets that were the subject of such Asset Sale constituted Collateral such replacement assets shall be required to constitute Collateral; provided that if the Parent Company or a Restricted Subsidiary enters into a binding agreement to acquire such assets within such 360 day period, such Net Proceeds shall be deemed to have been applied pursuant to this clause (a) so long as such Net Proceeds are applied to acquire such assets within 180 days following such 360th day;

(b)    in the case of an Asset Sale involving ABL Priority Collateral, to repay ABL Obligations (and/or, to the extent permitted under the terms of the ABL Facility and the New Note Intercreditor Agreement, to make an offer to repurchase the Notes), and, in the case of ABL Obligations that are revolving obligations, permanently reduce the commitments with respect thereto; or

(c)    to make an offer to purchase the Senior Priority Notes at 100% of principal amount, plus accrued and unpaid interest, if any, and if applicable, (x) in the case of Net Proceeds from Collateral, to make an offer to the holders of other Permitted Additional Pari Passu Obligations and (y) in the case of any other Net Proceeds, to make an offer to the holders of other Indebtedness of the Company that rankspari passuwith the Senior Priority Notes (the “Other Debt”), in either case (x) and (y) that by its terms requires the Parent Company or any of its Restricted Subsidiaries to make an offer to purchase such Permitted Additional Pari Passu Obligations or Other Debt, as applicable, upon consummation of an Asset Sale, to purchase such Permitted Additional Pari Passu Obligations or Other Debt, as applicable, on apro ratabasis with the Senior Priority Notes in accordance with the Senior Priority Notes Indenture.

Any Net Proceeds that remain following compliance by the Company with its obligations set forth in the second paragraph of this Section 4.6 may be used for any purpose not otherwise prohibited by the Note Purchase Documents.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings.

Section 4.7.    Restricted Payments.

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

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

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(b)    purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent Company) any Equity Interests of the Parent Company or any direct or indirect parent of the Parent Company or any Restricted Subsidiary (other than any such Equity Interests owned by the Parent Company or any Restricted Subsidiary);

(c)    make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Specified Indebtedness (other than any Specified Indebtedness owing to the Parent Company or a Restricted Subsidiary), except a payment of principal (or purchase, redemption, defeasance or other acquisition or retirement for value) within one year of the Stated Maturity thereof; or

(d)    make any Restricted Investment (all such payments and other actions set forth inclauses (a)through(d)above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(i)    no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(ii)    the Parent Company would, at the time of such Restricted Payment and after givingpro formaeffect thereto as if such Restricted Payment had been made at the beginning of the most recently ended four-quarter period for which internal financial statements are available, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth inSection 4.8(a); and

(iii)    such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted byclauses (iii),(iv),(v),(vi),(vii),(viii),(ix)and(x)of the next succeeding paragraph), is less than the sum, without duplication, of:

(A)    50% of the Consolidated Net Income (or, in each case such Consolidated Net Income is a deficit, minus 100% of such deficit) of the Parent Company since the first day of the fiscal quarter following the fiscal quarter in which the Issue Date occurs, plus

(B)    the aggregate net cash proceeds received by the Parent Company after the Issue Date from the sale of Equity Interests or any Indebtedness that is convertible into Capital Stock (other than Disqualified Stock) of the Parent Company or any direct or indirect parent of the Parent Company and has been so converted, plus

(C)    the aggregate cash and the fair market value, as determined in good faith by the Board of Directors of the Parent Company, of property and marketable securities received by the Parent Company as capital contributions on and after the Issue Date, plus

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(D)    100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Parent Company, of property and marketable securities, in each case, received on and after the Issue Date by means of (A) the sale or other disposition (other than of the Parent Company or a Restricted Subsidiary) of Restricted Investments made by the Parent Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Parent Company or its Restricted Subsidiaries and repayments of loan advances which constitute Restricted Investments by the Parent Company or its Restricted Subsidiaries or (B) the sale (other than to the Parent Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus

(E)    the lesser of (x) the fair market value of the Parent Company’s and its Restricted Subsidiaries’ Investments in any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary at the time of such redesignation and (y) the amount of such Investments that were treated as Restricted Investments, plus

(F)    $50 million.

So long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(i)the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or the giving of the redemption notice, as the case may be, if at the date of declaration or notice, such dividend or redemption payment would have complied with the provisions of the Note Purchase Documents (provided that the date of such declaration or notice shall be treated as the date on which such Restricted Payment shall have been made);

(ii)    the repurchase, redemption, defeasance, retirement or other acquisition of any Specified Indebtedness or of any Equity Interests of the Parent Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Parent Company) of, Equity Interests (other than Disqualified Stock) of the Parent Company or Equity Interests of any direct or indirect parent company of the Parent Company (to the extent such net cash proceeds are contributed to the Parent Company);

(iii)    the redemption, repurchase, defeasance, retirement or other acquisition of Specified Indebtedness in exchange for, or with the net cash proceeds from an incurrence of, Permitted Refinancing Indebtedness;

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(iv)    the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of any class of its Equity Interests on apro ratabasis;

(v)    the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent Company or any Restricted Subsidiary held by any member of the Parent Company’s (or any of its Subsidiaries’) management pursuant to any management equity subscription agreement, stock option agreement or similar agreement;providedthat the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $10 million in any calendar year (with unused amounts in any calendar year being carried over to the next succeeding year, not to exceed an aggregate of $20 million in any calendar year);

(vi)    the repurchase of Equity Interests deemed to occur (x) upon the exercise of stock options, warrants or other securities convertible or exchangeable into Equity Interests to the extent such Equity Interests represent a portion of the exercise price of those stock options, warrants or other securities convertible or exchangeable into Equity Interests or are surrendered to the Parent Company or any Restricted Subsidiary in satisfaction of the obligation of the holder thereof to pay withholding or other taxes or (y) upon the vesting or settlement of Equity Interests to the extent such Equity Interests are surrendered to the Parent Company or any Restricted Subsidiary in satisfaction of the obligation of the holder thereof to pay withholding or other taxes;

(vii)    in the event of a Change of Control, the payment, purchase, redemption, defeasance or other acquisition or retirement of any Specified Indebtedness, in each case, at a purchase price not greater than 101% (unless such excess amount is an otherwise permitted Restricted Payment) of the principal amount of such Specified Indebtedness, plus any accrued and unpaid interest thereon to the date of purchase;provided,however,that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company or such Guarantor (or a third-party to the extent permitted by the Note Purchase Documents) shall have made a Change of Control Offer as a result of such Change of Control and shall have repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer;

(viii)    in the event the Company has made an offer to purchase the Senior Priority Notes pursuant to (x)clause (c)of the second paragraph ofSection 4.6with any Net Proceeds or (y)Section 4.16(c)with any Net Loss Proceeds, the payment, purchase, redemption, defeasance or other acquisition or retirement of any Specified Indebtedness, in each case, with any remaining amount of such Net Proceeds or Net Loss Proceeds at a purchase price not greater than 100% (unless such excess amount is an otherwise permitted Restricted Payment) of the principal amount of such Specified Indebtedness, plus any accrued and unpaid interest thereon;provided,however,that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company shall have purchased all Senior Priority Notes required to be purchased by it with such Net Proceeds or Net Loss Proceeds pursuant to such provisions;

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(ix)    the making of any Restricted Investment, directly or indirectly, out of the net cash proceeds of substantially concurrent sales (other than to a Subsidiary) of Equity Interests of the Parent Company or any direct or indirect parent of the Parent Company (to the extent such net cash proceeds are contributed to the Parent Company);

(x)    the repurchase, redemption, retirement or other acquisition of (i) minority Equity Interests of any Person that is a Restricted Subsidiary that were issued to the former owners of such Person (or not acquired from the former owners of such Person originally), or to the former owners of any division or line of business acquired by such Restricted Subsidiary, in an acquisition transaction pursuant to which such Person became a Restricted Subsidiary or such Restricted Subsidiary acquired such division or line of business, (ii) any Indebtedness issued to the former owners of a Person (or to the former owners of a division or line of business) in an acquisition transaction pursuant to which such Person became a Restricted Subsidiary (or such division or line of business was acquired by the Parent Company or a Restricted Subsidiary) and/or (iii) any Equity Interests of the Parent Company issued to the former owners of a Person (or to the former owners of a division or line of business) in an acquisition transaction pursuant to which such Person became a Restricted Subsidiary (or such division or line of business was acquired by the Parent Company or a Restricted Subsidiary), in the case of thissubclause (iii), for consideration not to exceed the fair market value of such Equity Interests on the date of consummation of such acquisition; and

(xi)    in the event the Company makes an offer to purchase the Notes pursuant to (x)clause (b)of the second paragraph ofSection 4.6with any Net Proceeds or (y)Section 4.16(b)with any Net Loss Proceeds, the payment, purchase, redemption, defeasance or other acquisition or retirement of any Specified Indebtedness, in each case, with any remaining amount of such Net Proceeds or Net Loss Proceeds at a purchase price not greater than the percentage purchase price offered in respect of the Notes (unless such excess amount is an otherwise permitted Restricted Payment) of the principal amount of such Specified Indebtedness, plus any accrued and unpaid interest thereon;provided,however,that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company shall have purchased all Notes required to be purchased by it with such Net Proceeds or Net Loss Proceeds pursuant to such provisions.

(e)    The amount of all Restricted Payments (other than cash) shall 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 Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant and that have a fair market value in excess of $15 million shall be determined in good faith by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee (for further distribution to the Noteholders). For purposes of determining compliance with thisSection 4.7, if a Restricted Payment meets the criteria of more than one of the exceptions described inclauses (i)through(x)above, or is entitled to be made pursuant to the first paragraph of this covenant, the Company may, in its sole discretion, classify the Restricted Payment in any manner that complies with thisSection 4.7.

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Section 4.8.    Incurrence of Indebtedness.

(a)    The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt);provided,however,that the Parent Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt), if the Fixed Charge Coverage Ratio of the Parent Company for the Parent Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

(b)    Section 4.8(a)shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(i)    the incurrence by the Parent Company and any Restricted Subsidiary of Indebtedness under the ABL Facility (including amounts outstanding on the Issue Date) or Permitted Additional Pari Passu Obligations;providedthat the aggregate principal amount of all Indebtedness permitted by thisclause (i), including the aggregate outstanding principal amount of the Notes, at any one time outstanding does not exceed $250 million less any repayments actually made thereunder with the Net Proceeds of Asset Sales in accordance withclause (b)of the second paragraph ofSection 4.6;provided,further, that

(A)    the Company will not request or allow any increase in the commitments of the lenders under the ABL Facility to an amount in excess of $190 million without the prior consent of the Majority Noteholders; and

(B)any portion of such $250 million basket referred to above which is in excess of the sum of (A) the outstanding principal amount of the Notes and (B) the unused commitments and outstanding principal amount under the ABL Facility, may be used solely to incur unsecured Indebtedness;

(ii)    the incurrence by the Parent Company and its Restricted Subsidiaries of Existing Indebtedness outstanding on the Issue Date (excluding amounts described inclauses (i)and(iii)of this paragraph);

(iii)    the incurrence by the Company and the Guarantors of (x) Indebtedness represented by the Notes and the Note Guarantees outstanding on the Issue Date, (y) Indebtedness represented by the Senior Priority Notes and the related Guarantees issued on the Issue Date and (z) Indebtedness represented by the Junior Priority Notes and the related Guarantees outstanding on the Issue Date;

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(iv)    the incurrence by the Parent Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Parent Company or such Restricted Subsidiary, in an aggregate principal amount (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to thisclause (iv)) not to exceed $50 million at any time outstanding;

(v)    the incurrence by the Parent Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, defease, discharge or replace, Indebtedness (other than intercompany Indebtedness) that is permitted by this Note Purchase Agreement to be incurred underSection 4.8(a)orclause (ii),(iii),(iv)or(ix)of thisSection 4.8(b);

(vi)    the incurrence by the Parent Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Parent Company and any of its Restricted Subsidiaries;provided,however, that

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

(B)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi);

(vii)    the incurrence by the Parent Company or any of its Restricted Subsidiaries of (a) Hedging Obligations that are incurred for the purpose of hedging interest rate risk with respect to any Indebtedness that is permitted by the Note Purchase Documents to be outstanding and (b) other Hedging Obligations incurred in the ordinary course of business;

(viii)    the guarantee by the Parent Company or any of its Restricted Subsidiaries of Indebtedness of the Parent Company or a Restricted Subsidiary that was permitted to be incurred by another provision of thisSection 4.8;

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(ix)    the incurrence by the Parent Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accrued value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to thisclause (ix), not to exceed $75 million;

(x)    the incurrence by the Parent Company or any of its Restricted Subsidiaries of Indebtedness in respect of judgment, appeal,surety, performance and other like bonds, bankers acceptances and letters of credit provided by the Parent Company and its Restricted Subsidiaries in the ordinary course of business (including any similar Indebtedness incurred to refinance, retire, renew, defease, refund, discharge or otherwise replace any Indebtedness referred to in thisclause (x)); and

(xi)    indebtedness incurred by the Parent Company or any of its Restricted Subsidiaries arising from agreements or their respective bylaws providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees of letters of credit, surety bonds or performance bonds securing the performance of the Parent Company or any of its Restricted Subsidiaries to any Personacquiring all or a portion of the business or assets of the Parent Company or a Restricted Subsidiary.

(c)    For purposes of determining compliance with thisSection 4.8, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described inclauses (b)(i)through(b)(xi)above, or is entitled to be incurred pursuant toclause (a)of thisSection 4.8, the Parent Company shall be permitted to classify (or later reclassify in whole or in part in its sole discretion) such item of Indebtedness in any manner that complies with thisSection 4.8and such Indebtedness will be treated as having been incurred pursuant to such clauses or the first paragraph hereof, as the case may be, as designated by the Parent Company. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of thisSection 4.8.

Section 4.9.    Liens.

The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lienof any kind securing Indebtedness, Attributable Debt or trade payables on any asset or property now owned or hereafter acquired except Permitted Liens.

Section 4.10.    Dividendand Other Payment Restrictions Affecting Subsidiaries.

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

(i)pay dividends or make any other distributions or pay Indebtedness to the Parent Company or any of the Parent Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any

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indebtedness owed to the Parent Company or any of the Parent Company’s Restricted Subsidiaries;

(ii)make loans or advances to the Parent Company or any Restricted Subsidiary; or

(iii)transfer any of its properties or assets to the Parent Company or any Restricted Subsidiary.

(b)    However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(i)    agreements governing Existing Indebtedness (including, without limitation, agreements governing the ABL Facility, the Senior Priority Notes, the Junior Priority Notes and the Unsecured Notes) and other contractual encumbrances or restrictions in each case as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements,providedthat the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the Issue Date (as determined in good faith by the Parent Company);

(ii)    the Note Purchase Documents;

(iii)    applicable law, rule, regulation or order;

(iv)    any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired,providedthat, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Note Purchase Documents to be incurred and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument,providedthatthe amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements and instruments on the date of such acquisition;

(v)    purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased;

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(vi)    any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions, loans, advances or asset transfers by that Restricted Subsidiary pending its sale or other disposition;

(vii)    Permitted Refinancing Indebtedness;provided,however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded (as determined in good faith by the Parent Company);

(viii)    any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions ofSection 4.8hereof (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Noteholders than the encumbrances and restrictions contained in the Note Purchase Documents (as determined in good faith by the Parent Company), or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Noteholders than is customary in comparable financings (as determined in good faith by the Parent Company) and either (x) the Parent Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financialcovenant relating to such Indebtedness;

(ix)    Liens securing Indebtedness otherwise permitted to be incurred underSection 4.9hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(x)    provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

(xi)    in the case ofclause (iii)ofSection 4.10(a)hereof, encumbrances or restrictions:

(A)    that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset_; 

(B)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 Parent Company or any Restricted Subsidiary not otherwise prohibited by the Note Purchase Documents, or

(C)arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the

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aggregate, detract from the value of property or assets of the Parent Company or any Restricted Subsidiary in any manner material to the Parent Company or any Restricted Subsidiary;

(xii)    customary restrictions on such loans, advances or transfers contained in agreements governing Permitted Investments properly made in accordance with the provisions of the Note Purchase Documents;

(xiii)    customary non-assignment provisions in leases, licenses and other commercial agreements entered into in the ordinary course of business; and

(xiv)    restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business.

Section 4.11.    Transactions with Affiliates.

The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(a)    such Affiliate Transaction is on terms that are no less favorable to the Parent Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent Company or such Restricted Subsidiary with an unrelated Person; and

(b)    with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15 million, the Parent Company delivers to the Trustee (for further distribution to the Noteholders) a resolution of the Board of Directors set forth in the Officers’ Certificate certifying that such Affiliate Transaction complies with thisSection 4.11and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, if any.

The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of the prior paragraph:

(a)    any employment agreement entered into by the Parent Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Parent Company or such Restricted Subsidiary;

(b)indemnification agreements permitted by law entered into by the Parent Company or any of its Restricted Subsidiaries with any of its Affiliates who are directors, employees or agents of the Parent Company or any of its Restricted Subsidiaries;

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

(d)    payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Parent Company;

(e)Restricted Payments that are permitted by Section 4.7 hereof;

(f)payments or loans (or cancellation of loans) to employees or consultants of the Parent Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a majority of the disinterested directors of the Parent Company, if any, in good faith;

(g)the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Parent Company, any of its direct or indirect parent companies or any Restricted Subsidiary;

(h)transactions in which the Parent Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee and the Noteholders a letter from an accounting, appraisal or investment banking firm of national or regional standing stating that such transaction is fair to the Parent Company or such Restricted Subsidiary from a financial point of view;

(i)    any transaction that has been approved by a majority of the disinterested directors of the Parent Company as being fair to the Parent Company and its Restricted Subsidiaries;

(j)    any agreement, instrument or arrangement as in effect on the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Noteholders in any material respect as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by the Parent Company);

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

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the original agreement in effect on the Issue Dateas reasonably determined in good faith by the Parent Company; and

(l)    (i) any transaction contemplated by any Note Purchase Document, (ii) the 11.5% Notes Exchange and (iii) the existence of, or the performance by the Parent Company of any of its Restricted Subsidiaries of its obligations under, the terms of the 7.0% Notes Purchase Agreement and the Affiliate Exchange Agreements (as defined in the Offering Memorandum).

Section 4.12.    Additional Subsidiary Guarantees.

If after the Issue Date the Parent Company or any Restricted Subsidiary acquires or creates another North American Subsidiary (x) that is not the Company or an Excluded Subsidiary (or, if any such North American Subsidiary ceases to constitute an Excluded Subsidiary) and (y) which Guarantees the ABL Obligations then outstanding, then that newly acquired or created North American Subsidiary (or North American Subsidiary that ceases to constitute an Excluded Subsidiary) must become a Guarantor and execute a joinder agreement to this Note Purchase Agreement and the Intercreditor Agreements substantially in the form attached hereto as Exhibit B (the “Guaranty Joinder Agreement”) contemporaneously with the joinder agreement to the other agreements in connection with the ABL Facility. Upon execution and delivery by the Collateral Agent and any Person of a Guaranty Joinder Agreement, such Person shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein and each Intercreditor Agreement. The execution and delivery of any such Guaranty Joinder Agreement shall not require the consent of any other Guarantor hereunder or under each Intercreditor Agreement. The rights and obligations of each Guarantor hereunder and under each Intercreditor Agreement shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Note Purchase Agreement or each Intercreditor Agreement.

Additionally, any such additional Guarantor shall enter into a joinder agreement to the applicable Security Documents and take all actions required by such Security Documents or advisable in the opinion of the Company, as set forth in an Officers’ Certificate accompanied by an Opinion of Counsel to the Company delivered to the Trustee and the Noteholders, to cause the Notes Priority Liens created by the Security Documents to be duly perfected to the extent required by such agreements in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or formation of the applicable Guarantor and in any event, consistent in form and substance with any joinder agreements to the security documents under the ABL Facility (other than any changes to reflect the differing lien priorities and subject to the last paragraph of Section 3.01 of the Security Agreement).

Section 4.13.    Limitations on Issuances of Guarantees of Indebtedness.

The Parent Company shall not permit any of its Restricted Subsidiaries that is not a Guarantor of the Notes, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or the Parent Company unless such Restricted Subsidiary simultaneously executes and delivers a Guarantee of the payment of the Notes by such Restricted Subsidiary to the same extent as such Guarantee of such other

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Indebtedness, which Guarantee shall besenior to or pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness.

Notwithstanding the preceding paragraph, any Note Guarantee of the Notes shall provide by its terms that it shall, with respect to the applicable Subsidiary Guarantor, be automatically and unconditionally released and discharged under the circumstances described in Section 8.4 hereof.

Section 4.14.    Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Parent Company may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary or Person that becomes a Subsidiary through merger, amalgamation, arrangement or consolidation or otherwise) other than the Company or any direct or indirect parent of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default and the Subsidiary meets the definition of “Unrestricted Subsidiary.” If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Parent Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.7(d) or under one or more clauses of the definition of Permitted Investments, as determined by the Parent Company. That designation will only be permitted if such Restricted Payment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Section 4.15.    Reports.

(a)    Whether or not required by the SEC, so long as any Notes are outstanding, the Parent Company shall furnish to the Noteholders and the Trustee, within the time periods specified in the SEC’s rules and regulations:

(i)    all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if the Parent Company were required to file such Forms (other than financial statements of Affiliates of the Parent Company required by Rule 3-16 of Regulation S-X), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Parent Company’s certified independent accountants; and

(ii)    all current reports that would be required to be filed with the SEC on Form 8-K if the Parent Company were required to file such reports.

(b)    The quarterly and annual financial information required by the preceding paragraph shall 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 Company and the Guarantors separate from the financial condition and results of operations of the other Subsidiaries of the Company.

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(c)    The filing of the reports above with the SEC shall satisfy the delivery obligations referred to above so long as such documents may be accessed by the public through the SEC’s website.

(d)    The Parent Company shall, at the written request of any Noteholder, furnish to such requesting Noteholder copies of: (i) a consolidated balance sheet of Parent Company and its Subsidiaries as at the end of the then most recent fiscal month, and the related consolidated statements of income or operations and cash flows for such fiscal month and for the portion of Parent Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, and (ii) any reports or information delivered to the lenders under the ABL Facility pursuant toSection 6.02thereof, in the case of each of clauses (i) and (ii), only to the extent previously provided to the lenders under the ABL Facility, and in the same format as delivered under the ABL Facility.

Delivery of reports, information and documents described herein to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Parent Company’s compliance with any of its covenants in this Note Purchase Agreement (including the covenant to timely file, post or deliver the documents described in this Section 4.15) (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate, unless, subject to Section 7.2(g), the Majority Noteholders have otherwise notified the Trustee of any non-compliance with such covenant in the manner provided in Section 9.3).

Section 4.16.    Event of Loss.

Within 360 days after the receipt of any Net Loss Proceeds from an Event of Loss, the Parent Company or the affected Restricted Subsidiary, as the case may be, must apply the Net Loss Proceeds:

(a)    to be reinvested in the business of the Parent Company or a Restricted Subsidiary and to the extent that the assets that were the subject of such Event of Loss constituted Collateral such replacement assets shall be required to constitute Collateral;providedthat if the Parent Company or a Restricted Subsidiary enters into a binding agreement to acquire such assets within such 360 day period, such Net Loss Proceeds shall be deemed to have been applied pursuant to thisclause (a)so long as such Net Loss Proceeds are applied to acquire such assets within 180 days following such 360^thday;

(b)    in the case of an Event of Loss involving ABL Priority Collateral, to repay ABL Obligations (and/or, to the extent permitted under the terms of the ABL Facility and the New Note Intercreditor Agreement, to make an offer to repurchase the Notes), and, in the case of ABL Obligations that are revolving obligations, permanently reduce the commitments with respect thereto; or

(c)    to make an offer to purchase the Senior Priority Notes at 100% of principal amount, plus accrued and unpaid interest, if any, and if applicable, to make an offer to

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the holders of other Permitted Additional Pari Passu Obligations that by its terms requires the Parent Company or any of its Restricted Subsidiaries to make an offer to purchase such Permitted Additional Pari Passu Obligations upon an Event of Loss, to purchase such Permitted Additional Pari Passu Obligations on a pro rata basis with the Senior Priority Notes, in each case, in accordance with the Senior Priority Notes Indenture.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to clause (c) above. To the extent that the provisions of any applicable securities laws or regulations are applicable in connection with the repurchase of the Notes and conflict with the Event of Loss provisions of this Note Purchase Agreement, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Event of Loss provisions of this Note Purchase Agreement by virtue of such compliance.

Any Net Loss Proceeds that remain following compliance by the Company with its obligations set forth in the first paragraph of this Section 4.16 may be used for any purpose not otherwise prohibited by the Note Purchase Documents.

Pending the final application of any Net Loss Proceeds, the Company may temporarily reduce revolving credit borrowings.

Section 4.17.    Further Assurances.

The Parent Company will, and will cause each of its existing and future Restricted Subsidiaries to, at their expense, comply with the requirements of the Security Documents. The Company agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfected the Lien of the Secured Parties on the Collateral, and to promptly deliver a file stamped copy of each such financing statement or other evidence of filing to the Trustee. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with the Collateral.

Section 4.18.    Prepayment Conditions for Required Exchangeable Notes Purchase.

So long as the Purchaser Advisor or any of its Affiliates or Managed Funds is a Noteholder, the Company shall maintain sufficient “Availability” (as defined in the ABL Facility) under the ABL Facility on and for a reasonable period of time prior to January 31, 2017 to meet the “Prepayment Conditions” (as defined in the ABL Facility) required for consummation of the Required Exchangeable Notes Purchase on January 31, 2017.

Section 4.19.    Post-Closing Covenant.

(a)    Within one hundred twenty (120) days after the Issue Date or such longer period as agreed to by the Majority Noteholders (notice of which shall be promptly given by the Majority Noteholders to the Collateral Agent), deliver to the Collateral Agent the following

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items (unless the requirement for any such item is waived by the Majority Noteholders (notice of which shall be promptly given by the Majority Noteholders to the Collateral Agent) due to costs that are excessive in relation to the benefits afforded thereby or on such other basis as the Majority Noteholders may determine):

(i)    deeds of trust, trust deeds, deeds to secure debt and mortgages (other than leasehold mortgages and leasehold deeds of trust), in form consistent with such documents delivered under the ABL Facility (other than (x) any changes to reflect the differing lien priorities and (y) changes in applicable law since the date of such documents delivered under the ABL Facility) and covering the properties (other than any property that is sold in any transaction otherwise permitted under the Note Purchase Documents and the ABL Facility prior to the end of such 120 day period) identified to be mortgaged on Schedule 2.02(a) to the Perfection Certificate (together with the assignments of leases and rents contained therein and each other mortgage delivered pursuant to Section 4.12, in each case as amended, the “Mortgages”), duly executed by the Company or appropriate Guarantor, as applicable;

(ii)    evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices for which such real property mortgages have been filed or recorded under the ABL Facility on the property described therein in favor of the Collateral Agent (for the benefit of itself and the Noteholders) and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid (or that arrangements for the payment thereof satisfactory to the Purchaser Advisor have been made);

(iii)    with respect to each Mortgage a title search dated contemporaneous with the delivery of such Mortgage conducted by a title insurance company in the case of such Mortgage which reflects that the Mortgaged Property subject to such Mortgage is free and clear of all defects and encumbrances other than Liens set forth onSchedule 1.03to the Perfection Certificate and Liens otherwise permitted bySection 4.9;

(iv)    evidence of the insurance required by the terms of the Mortgages; and

(v)    evidence that all other action that the Majority Noteholders may deem necessary or desirable in order to create valid first and subsisting Liens (subject only to Liens set forth onSchedule 1.03to the Perfection Certificate and Liens otherwise permitted bySection 4.9)on the property described in the Mortgages has been taken.

(b)    Within thirty (30) days after the recording of each Mortgage delivered pursuant toSection 4.12,4.17or4.19(a)or such longer period as agreed to by the Majority Noteholders (notice of which shall be promptly given by the Majority Noteholders to the Collateral Agent), a confirmatory lien search conducted by a title insurance company in the case of such Mortgage which reflects that such Mortgage was duly recorded and that the Mortgaged Property subject to such Mortgage was free and clear of all defects and encumbrances other than

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Liens set forth on Schedule 1.03 to the Perfection Certificate and Liens otherwise permitted by Section 4.9 as of the date of such recording.

(c)    If any Event of Default shall have occurred and be continuing, promptly following written request by the Trustee (given at the direction of the Majority Noteholders), deliver to the Collateral Agent the following items with respect to each Mortgage delivered pursuant toSection 4.12,4.17or4.19(a)hereof or the applicable Mortgaged Property:

(i)    fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements (other than zoning, creditors rights and environmental) and in amounts reasonably acceptable to the Majority Noteholders (but in any event not greater than the fair market value of the applicable Mortgaged Property, as reasonably determined by the Company), issued, coinsured and reinsured by title insurers reasonably acceptable to the Majority Noteholders, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Majority Noteholders may deem necessary or desirable;

(ii)    American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Majority Noteholders by a land surveyor duly registered and licensed in the States, provinces or territories in which the property described in such surveys is located and acceptable to the Majority Noteholders, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Majority Noteholders or that do not materially adversely affect the value of the applicable Mortgaged Property;

(iii)    Phase I environmental site assessments as to the properties described in the Mortgages, in form and substance and from professional firms reasonably acceptable to the Majority Noteholders; and

(iv)    an appraisal of each of the properties described in the Mortgages complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989.

The Collateral Agent may conclusively assume that any item delivered to it pursuant to this Section 4.19(c) is reasonably acceptable to the Majority Noteholders unless the Collateral Agent has otherwise received written notice to the contrary with respect to any such item by the Majority Noteholders.

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Section 4.20.    Offer to Purchase by Application of Net Proceeds.

In the event that, pursuant to Section 4.6 or 4.16 hereof, the Company shall be required to commence an offer to all Noteholders to purchase Notes (an “Offer”), it shall follow the procedures specified below:

(a)    The Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). Promptly after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.6 or 4.16, as the case may be, hereof (the “Offer Amount”) or, if less than the Offer Amount of Notes have been tendered, all Notes tendered in response to the Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(b)    If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Noteholders who tender Notes pursuant to the Offer.

(c)    Upon the commencement of an Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Noteholders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Noteholders to tender Notes pursuant to the Offer. The Offer shall be made to all Noteholders. The notice, which shall govern the terms of the Offer, shall state:

(i)    that the Offer is being made pursuant to this Section 4.20 and Section 4.6 or 4.16, as the case may be, hereof and the length of time the Offer shall remain open;

(ii)    the Offer Amount, the purchase price and the Purchase Date and, if the Company or any Restricted Subsidiary is required to and does make an offer to holders of Other Debt as contemplated by clause (c) of Section 4.6, the notice shall state that fact, that the Offer Amount will be reduced to the extent that the aggregate amount of Notes and Other Debt required to be purchased pursuant to such other Offer exceeds the Offer Amount so that the Notes and such Other Debt are purchased on a pro rata basis (subject to clause (viii) below), and that the amount of such reduction will not be known until the expiration of such other offer, which shall not be later than the expiration of the Offer Period;

(iii)    that any Note not tendered or accepted for payment shall continue to accrete or accrue interest;

(iv)    that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer shall cease to accrete or accrue interest after the Purchase Date;

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(v)    the procedures that the Noteholders must follow in order to tender their Notes (or portions thereof) for payment;

(vi)    that Noteholders electing to have a Note purchased pursuant to any Offer shall be required to surrender the Note, with the form entitled “Option of Noteholder to Elect Purchase” on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii)    that Noteholders shall be entitled to withdraw their election with respect to all or any portion of any Note if the Company, such depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Noteholder, the principal amount of the Note the Noteholder delivered for purchase and a statement that such Noteholder is withdrawing his election to have all or the portion of such Note stated in such facsimile transmission or letter purchased;

(viii)    that, if the aggregate principal amount of Notes surrendered by Noteholders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or $1,000 integral multiples thereof, shall be purchased); and

(ix)    that Noteholders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased outstanding portion of the Notes surrendered.

(d)    On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary to comply with clauses (c)(ii) and (c)(viii) above, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.20. The Company, the depositary noted above or the Paying Agent, as the case may be, shall promptly mail or deliver by wire transfer to each tendering Noteholder an amount equal to the purchase price of the Notes tendered by such Noteholder and accepted by the Company for purchase, and the Company shall, upon such Noteholder’s surrender of its existing original Note to the Trustee or the Company, promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver such new Note to such Noteholder, in a principal amount equal to any unpurchased outstanding portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Noteholder thereof. The Company shall publicly announce the results of the Offer on the Purchase Date.

(e)    The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to clause (c)(iii) above. To the extent that the provisions of any securities laws or regulations are applicable in connection with the repurchase of the Notes and conflict with this Section 4.20, the

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Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Note Purchase Agreement by virtue of such compliance.

Section 4.21.    Maintenance of Office or Agency.

(a)    The Company 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, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company or the Guarantors in respect of the Notes and this Note Purchase Agreement may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(b)    The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in location of any such other office or agency.

(c)    The Company hereby designates the office of The Bank of New York Mellon, as one such office or agency of the Company in accordance with Section 1.5.

ARTICLE V
SUCCESSORS

The Company and each Guarantor hereby agrees that, so long as the Notes are outstanding:

Section 5.1.    Successors.

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

(a)    either: (i) the Company is the surviving Person; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;

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(b)    the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, expressly assumes all the obligations of the Company under the Notes, this Note Purchase Agreement and the Security Documents pursuant to agreements reasonably satisfactory to the Trustee and the Majority Noteholders;

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

(d)    the Collateral owned by or transferred to the surviving entity shall (a) continue to constitute Collateral under this Note Purchase Agreement and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of itself and the Noteholders, and (c) not be subject to any Lien other than Permitted Liens;

(e)    the property and assets of the Person which is merged or consolidated with or into the surviving entity, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the surviving entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Note Purchase Agreement; and

(f)    the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer conveyance or other disposition has been made, shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth inSection 4.8(a).

In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Sections5.1(c) and (f) shall not apply to a merger, consolidation, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries.

Section 5.2.    Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of the Note Purchase Documents referring to the “Company” shall refer instead to the successor Person and not to the Company, and may exercise every right and power of the Company under the Note Purchase Documents with the same effect as if such successor Person had been named as the Company herein; provided, however,that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets that meets the requirements of Section 5.1 hereof.

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ARTICLE VI
DEFAULTS AND REMEDIES

Section 6.1.    Events of Default.

Each of the following is an “Event of Default”:

(a)    default for fifteen (15) days in the payment when due of interest on the Notes;

(b)    default in payment when due of the principal of or premium, if any, on the Notes;

(c)    failure by the Parent Company or any of its Restricted Subsidiaries to comply with the provisions described underSections 4.5and5.1hereof;

(d)    failure by the Parent Company or any of its Restricted Subsidiaries to comply with any of the other agreements in this Note Purchase Agreement for sixty (60) days after notice to the Parent Company by the Trustee or the Majority Noteholders;

(e)    default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Parent Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

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

(ii)    results in the acceleration of such Indebtedness prior to its express maturity; and

(iii)    in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $35 million or more;

(f)    failure by the Parent Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $35 million, which judgments are not paid, discharged or stayed within sixty (60) days following entry of judgment;

(g)    except as permitted by this Note Purchase Agreement, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee;

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(h)    the Parent Company, the Company or any of the Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(i)    commences a voluntary case,

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

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

(iv)    makes a general assignment for the benefit of its creditors, or

(v)    generally is not paying its debts as they become due; or

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

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

(ii)appoints a custodian of the Parent Company, the Company or any of the Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary or for all or substantially all of the property of the Parent Company, the Company or any of the Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or

(iii)orders the liquidation of the Parent Company, the Company or any of the Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary;

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

(j)    (i) with respect to any Collateral having a fair market value in excess of $10.0 million, individually or in the aggregate, (A) any default or breach by the Company or any Guarantor in the performance of its obligations under the Note Purchase Documents which adversely affects in any material respect the condition or value of the Collateral or the enforceability, validity, perfection or priority of the Liens on the Collateral, taken as a whole, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Majority Noteholders, or (B) any security interest created under the Note Purchase Documents is declared invalid or unenforceable by a court of competent jurisdiction or (ii) the Company or any Guarantor asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Collateral is invalid or unenforceable; or

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(k)    So long as the Purchaser Advisor or any of its Affiliates or Managed Funds is a Noteholder, failure to consummate the Required Exchangeable Notes Purchase on or prior to February 10, 2017 or such later date as may be agreed with the Purchaser Advisor.

Section 6.2.    Acceleration.

If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.1 hereof with respect to the Company) occurs and is continuing, the Trustee may (and shall at the request of the Majority Noteholders) declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.1 hereof occurs with respect to the Company, all outstanding Notes shall be due and payable immediately without further action or notice. The Majority Noteholders by written notice to the Trustee may on behalf of all of the Noteholders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.3.    Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may (and shall at the request of the Majority Noteholders) pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Note Purchase Documents. 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. All remedies are cumulative to the extent permitted by law.

Section 6.4.    Waiver of Past Defaults.

The Majority Noteholders by notice to the Trustee may on behalf of all the Noteholders waive an existing Default or Event of Default and its consequences hereunder, except (x) to the extent the consent of all of the Noteholders would be required for such waiver pursuant to Section 9.4(b), such waiver shall require the consent of all of the Noteholders and (y) in the case of a continuing Default or Event of Default described in Section 6.1(k), such waiver shall require the consent of the Purchaser Advisor, to the extent it or any of its Affiliates or Managed Funds remains a Noteholder (provided, however, that the Majority Noteholders may rescind an acceleration in accordance with the last sentence of Section 6.2). 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 the Note Purchase Documents; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.5.    Control by Majority.

Subject to the terms of the Security Documents and the rights of the Trustee set forth in Section 7.2, the Majority Noteholders may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.

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Section 6.6.    Limitation on Suits.

A Noteholder may pursue a remedy with respect to the Note Purchase Documents only if:

(a)the Noteholder gives to the Trustee written notice of a continuing Event of Default;

(b)the Majority Noteholders make a written request to the Trustee to pursue the remedy;

(c)such Noteholder or Noteholders offer and, if requested, provide to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e)during such 60-day period the Majority Noteholders do not give the Trustee a direction inconsistent with the request.

A Noteholder may not use the Note Purchase Documents to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder, it being understood that the Trustee does not have an affirmative duty to ascertain whether or not a Noteholder’s actions or forbearances constitute such prejudicial use.

Section 6.7.    Rights of Noteholders to Receive Payment.

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

Section 6.8.    Collection Suit by Trustee.

If an Event of Default specified in Section 6.1(a) or (b) occurs and is continuing, the Trustee is authorized (at its election or at the direction of the Majority Noteholders) to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.9.    Trustee May File Proofs of Claim.

Subject to the terms of the ABL Intercreditor Agreement and the New Notes Intercreditor Agreement, the Trustee is authorized (at its election or at the direction of the Majority Noteholders) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable

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compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Company or any of the Guarantors (or any other obligor upon the Notes), its creditors or its property (and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors (or have its representative appointed as an observer) appointed in such matter and may vote on behalf of the Noteholders (in the manner directed by the Majority Noteholders) in any election of a trustee in bankruptcy or other Person performing similar functions) and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each 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 7.6 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.6 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Noteholders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Section 6.10.    Priorities.

Subject to the terms of the Security Documents, if the Trustee collects (or receives from the Collateral Agent under any Security Documents) any money pursuant to this Article, it shall pay out the money in the following order:

First: to the Trustee and the Collateral Agent, its agents and attorneys for amounts due under Section 7.6 hereof, including payment of all compensation, expense, indemnities and liabilities incurred, and all advances made, by the Trustee or Collateral Agent and the costs and expenses of collection;

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

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

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

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Section 6.11.    Undertaking for Costs.

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

ARTICLE VII
TRUSTEE

Section 7.1.    Duties of Trustee.

(a)    If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by the Note Purchase Documents, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)    Except during the continuance of an Event of Default:

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

(ii)    in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Note Purchase Documents. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Note Purchase Documents (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)    The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)    this paragraph does not limit the effect ofclause (b)of thisSection;

(ii)    the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a final nonappealable judgment of a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

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(iii)    the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant toSection 6.9hereof.

(d)    Whether or not therein expressly so provided, every provision of the Note Purchase Documents that in any way relates to the Trustee or the Collateral Agent is subject toclauses (a),(b), and(c)of thisSection.

(e)    No provision of the Note Purchase Documents shall require the Trustee or the Collateral Agent to expend or risk its own funds or incur any liability.

(f)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.2.    Rights of Trustee.

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

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

(c)    The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)    The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by the Note Purchase Documents.

(e)    Unless otherwise specifically provided in the Note Purchase Documents, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor.

(f)    The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Note Purchase Documents at the request or direction of any of the Noteholders (i) if such request or direction conflicts with applicable law or the provisions of the Note Purchase Documents, (ii) if the Trustee determines that compliance with such request or direction may be unduly prejudicial to the rights of the other Noteholders in their capacities as such or (iii) if the Trustee determines that such request or direction may involve the Trustee in personal liability, in each case, unless such Noteholders shall have offered to the Trustee security

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or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction, it being agreed that to the extent the Trustee refuses to act after such offer of security or indemnity, the Majority Noteholders may, by written notice to the Trustee and the Company, appoint a designee of the Majority Noteholders as co-trustee solely for such purpose, and the Trustee shall have no liability for any act or omission of such co-trustee.

(g)    Other than any Event of Default under Section 6.1(a) or (b), the Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Note Purchase Agreement.

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

(i)    The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including as Collateral Agent), and each other agent, custodian and other Person employed by the Trustee to act hereunder or under the Note Purchase Documents.

(j)    Whenever in the administration of the Note Purchase Documents the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

(k)    The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Note Purchase Documents.

Section 7.3.    Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, any Guarantors or any Affiliate of the Company with the same rights it would have if it were not Trustee. The Collateral Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.9 hereof.

Section 7.4.    Trustee’s Disclaimer.

Neither the Trustee nor the Collateral Agent shall be responsible for or make any representation as to the validity or adequacy of this Note Purchase Agreement or the Notes, or the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession actually received by it in accordance with the terms hereof or the terms of any Security Document), for the legality, effectiveness or sufficiency of any Security

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Document, or for the creation, perfection, priority, sufficiency or protection of any Collateral, and neither the Trustee nor the Collateral Agent shall be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of any Note Purchase Document. Neither the Trustee nor the Collateral Agent shall be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and neither the Trustee nor the Collateral Agent shall be responsible for any statement or recital herein or any statement in the Notes, any statement or recital in any document in connection with the sale of the Notes or pursuant to the Note Purchase Documents.

Section 7.5.    Notices.

Other than with respect to any Noteholder that has notified the Trustee in writing that it does not desire to receive notices hereunder, the Trustee shall deliver or cause to be made available to the Noteholders copies of all notices, certificates, Officers’ Certificates, Opinions of Counsel, joinder agreements and Security Documents received from the Company or the Guarantors or any notice of a Default or Event of Default from any Noteholder promptly (and in any event within five (5) Business Days) of receipt thereof by the Trustee. If a Default or Event of Default occurs and is continuing and the Trustee has notice thereof as provided in Section 7.2(g), the Trustee shall deliver or cause to be made available to the Noteholders a notice of the Default or Event of Default (x) to the extent identified by the Company or the Guarantors or any Noteholder, in accordance with the provisions of the immediately preceding sentence or (y) to the extent otherwise made known to the Trustee as provided in Section 7.2(g), within 90 days after it occurs.

Section 7.6.    Compensation and Indemnity.

(a)    The Company and the Guarantors shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing between the Company and the Trustee for its acceptance of this Note Purchase Agreement and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)    The Company and the Guarantors shall indemnify each of the Trustee and its officers, directors, agents and employees or any successor Trustee against any and all losses, damages, claims, liabilities or expenses (including taxes (other than taxes based on the income of the Trustee)) incurred by it arising out of or in connection with the acceptance or administration of its duties under the Note Purchase Documents, including the costs and expenses of enforcing the Note Purchase Documents against the Company and the Guarantors (including thisSection 7.6) and defending itself against any claim (whether asserted by the Company, any Guarantor, or any Noteholder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so

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notify the Company shall not relieve the Company and the Guarantors of their obligations hereunder. The Company and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld.

(c)    The obligations of the Company and the Guarantors under thisSection 7.6are joint and several and shall survive the satisfaction, discharge or termination of the Note Purchase Agreement, the Notes and the Note Guarantee and the resignation or removal of the Trustee.

(d)    To secure the Company’s and the Guarantors’ payment obligations in thisSection, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of the Note Purchase Agreement, the Notes and the Note Guarantee.

(e)    When the Trustee incurs expenses or renders services after an Event of Default specified inSection 6.1(h)or(i)hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)    “Trustee” for purposes of thisSection 7.6shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder;provided,however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Section 7.7.    Replacement of Trustee.

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

The Trustee may resign and be discharged from the trust hereby created upon 30 days’ written notice to the Company. The Majority Noteholders may remove the Trustee upon 30 days’ written notice to the Trustee and the Company. The Company may remove the Trustee if:

(a)    the Trustee fails to comply withSection 7.9hereof;

(b)    the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

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

(d)    the Trustee becomes incapable of acting; or

(e)    the Majority Noteholders have consented to such removal.

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If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee reasonably acceptable to the Majority Noteholders.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, any Guarantor or the Majority Noteholders may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Noteholder, fails to comply with Section 7.9, such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Note Purchase Agreement. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.6 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.7, the Company’s and the Guarantors’ obligations under Section 7.6 hereof shall continue for the benefit of the retiring Trustee.

In no event shall the Company, the Guarantors or any of their respective Affiliates become the Trustee hereunder.

Section 7.8.    Successor Trustee by Merger, etc.

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

Section 7.9.    Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

Section 7.10.    Collateral Agent

The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent as if the Collateral Agent were named as the Trustee herein and the Security Documents were named as the Note Purchase Agreement herein.

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Section 7.11.    Co-Trustees; Separate Trustee, Collateral Agent.

At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located, the Company, the Collateral Agent and the Trustee shall have power to appoint, and, upon the written request of (i) the Trustee or the Collateral Agent or (ii) the Majority Noteholders, the Company shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 7.11. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee or the Collateral Agent alone shall have power to make such appointment.

Should any written instrument from the Company be requested by any co-trustee or separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request of such co-trustee or separate trustee or separate collateral agent, be executed, acknowledged and delivered by the Company.

Any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent shall agree in writing to be and shall be subject to the provisions of the applicable Security Documents as if it were the Trustee or the Collateral Agent thereunder (and the Trustee and the Collateral Agent shall continue to be so subject).

Every co-trustee or separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

(a)    The Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee.

(b)    The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, or by the Trustee and such co-collateral agent, sub-collateral agent or separate collateral agent jointly as shall be provided in the instrument appointing such co-trustee, separate trustee or separate collateral agent, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent.

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(c)    The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company evidenced by a board resolution, may accept the resignation of or remove any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent appointed under thisSection 7.13, and, in case an Event of Default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent so resigned or removed may be appointed in the manner provided in thisSection 7.11.

(d)    No co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent hereunder shall be liable by reason of any act or omission of the Trustee, or any other such trustee, co-trustee, separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent hereunder.

(e)    The Trustee shall not be liable by reason of any act or omission of any co-trustee, separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent.

(f)    Any act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent, as the case may be.

Section 7.12.    PATRIOT Act.

The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (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 Note Purchase Agreement 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.

Section 7.13.    Force Majeure.

In no event shall the Trustee 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 shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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Section 7.14.    Limitation on Duty of Trustee in Respect of Collateral; Indemnification.

(a)    Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee in good faith.

(b)    The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of the Note Purchase Documents by the Company, any Guarantor, the Secured Parties or the Collateral Agent.

(c)    The Collateral Agent shall be entitled to all rights, privileges, protections, indemnities, immunities and limitations on liability provided to the Trustee under this Note Purchase Agreement and the other Note Purchase Documents.

Section 7.15.    Regarding The Bank of New York Mellon.

The Bank of New York Mellon has entered into this Note Purchase Agreement solely in its capacity as Trustee, Paying Agent, Registrar and Collateral Agent in respect of the Indenture Related Provisions and not in its individual capacity. In no event shall The Bank of New York Mellon (i) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of the Company, the Guarantors, the Purchasers or the Noteholders hereunder, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under such party, and (ii) have any duty to ascertain or inquire as to the performance or observance by the Company, the Guarantors, the Purchasers or the Noteholders of the Note Purchase Related Provisions.

Section 7.16.    FATCA.

By its acceptance of its Note, each Noteholder agrees, pursuant to Section 1.6, (i) to provide the Noteholder Tax Identification Information, and to the extent FATCA Withholding

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Tax is applicable, Noteholder FATCA Information to the Paying Agent, and (ii) that the Paying Agent has the right to withhold any amount of interest (properly withholdable under law and without any corresponding gross-up) payable to such Noteholder that fails to comply with the requirements of clause (i) above.

ARTICLE VIII
GUARANTEES

Section 8.1.    Note Guarantees.

Subject to the provisions of this Article VIII, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Noteholder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Note Purchase Agreement, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium and interest on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Noteholder or the Trustee under this Note Purchase Agreement and the Notes shall be promptly paid in full or performed, all in accordance with the terms of this Note Purchase Agreement and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Note Purchase Agreement, the absence of any action to enforce the same, any waiver or consent by any Noteholder with respect to any provisions of this Note Purchase Agreement and the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that the Note Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes and this Note Purchase Agreement. The Notes also shall be guaranteed in the future as required by Section 4.12 and/or 4.13.

If any Noteholder or the Trustee is required by any court or otherwise to return to the Company or Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any of the Guarantors, any amount paid by either to the Trustee or such Noteholder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Noteholders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

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Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Noteholders and Trustee, on the other hand, (x) the maturity of like obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of these Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of these Note Guarantees. 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 Noteholders under these Note Guarantees.

Section 8.2.    Limitation of Guarantor’s Liability.

Each Guarantor and, by its acceptance hereof, each Noteholder hereof, hereby confirm that it is their intention that the Note Guarantee by such Guarantor 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 federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article VIII shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by guarantees by such parties, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Noteholder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Section 8.3.    Guarantors May Consolidate, etc., on Certain Terms.

(a)    Except as set forth inArticles IVandVhereof, nothing contained in this Note Purchase Agreement or in any of the Notes, or Note Guarantees shall prevent any consolidation, amalgamation, arrangement or merger of a Guarantor with or into the Company or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company or to a Subsidiary Guarantor.

(b)    Except as set forth inArticles IVandVhereof, nothing contained in this Note Purchase Agreement or in any of the Notes or Note Guarantees shall prevent any consolidation, amalgamation, arrangement or merger of a Guarantor with or into a Person or Persons other than the Company (whether or not affiliated with the Guarantor), or successive consolidations, amalgamations, arrangements or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a Person other than the Company

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(whether or not affiliated with the Guarantor) authorized to acquire and operate the same; provided, however, that either, as a result of such transaction, such Guarantor will be released from its Note Guarantee pursuant to Section 8.4 or such transaction meets all of the following requirements: (i) either: (a) such Guarantor is the surviving or continuing Person; or (b) the Person formed by or surviving or continuing any such consolidation, amalgamation, arrangement or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or the jurisdiction in which such Guarantor is organized and under the laws of which it is existing; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor), or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, assumes all the obligations of such Guarantor under the Note Guarantees and this Note Purchase Agreement; and (iii) immediately after such transaction no Default or Event of Default exists. In case of any such consolidation, amalgamation, arrangement, merger, sale or conveyance and upon the assumption by the successor corporation, and the due and punctual performance of all of the covenants and conditions of this Note Purchase Agreement to be performed by the Guarantor, such successor corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Notwithstanding anything herein to the contrary, the foregoing conditions shall not apply to a Guarantor which is a Subsidiary of the Company in connection with a transaction as a result of which such Guarantor will be released from its Note Guarantee as provided in Section 8.4 hereof.

Section 8.4.    Releases.

The Note Guarantee or the obligations under Section 8.3 hereof of a Guarantor that is a Restricted Subsidiary will be released:

(a)    in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger, amalgamation, arrangement, winding-up, consolidation or liquidation), if the Company applies the Net Proceeds of that sale or other disposition in accordance withSection 4.6hereof to the extent required thereby;

(b)    in connection with any sale, transfer or other disposition of all of the Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary, if the Company applies the Net Proceeds thereof in accordance withSection 4.6hereof to the extent required thereby; or

(c)    so long as no Event of Default has occurred and is continuing, if such Subsidiary Guarantor would constitute an Excluded Subsidiary underclause (c)or(d)of the definition of “Excluded Subsidiary”upon the delivery of an Officers’ Certificate to the Trustee certifying that such Subsidiary Guarantor is an Excluded Subsidiary under such clause.

Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Note Purchase Agreement, including without limitation Section 4.6 hereof, the Trustee shall at the written request of the Company execute any documents reasonably required in order to

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evidence the release of any Guarantor from its obligations under its Note Guarantees. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium and interest on the Notes and for the other obligations of any Guarantor under this Note Purchase Agreement as provided in this Article VIII.

Section 8.5.    “Trustee” to Include Paying Agent.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article 8 shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as if such Paying Agent were named in this Article 8 in place of the Trustee.

ARTICLE IX
MISCELLANEOUS

Section 9.1.    Rules of Construction.

Unless the context otherwise requires:

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

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

(c)    “or” is not exclusive;

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

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

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

Section 9.2.    Entire Agreement.

This Note Purchase Agreement, the other Note Purchase Documents and the other agreements included as exhibits hereto and thereto constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and, understandings, among the parties with respect to the subject matter hereof and thereof. In the event of a conflict between the terms of this Note Purchase Agreement and the other Note Purchase Documents, the terms of this Note Purchase Agreement shall govern; provided that in the event of any conflict between the terms of the New Notes Intercreditor Agreement and this Note Purchase Agreement, the New Notes Intercreditor Agreement shall govern.

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Section 9.3.    Notices.

Any notice or communication by the Company, the Trustee or the Collateral Agent to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company or any Guarantor:

Cenveo Corporation
c/o Cenveo, Inc.
200 First Stamford Place, 2nd Floor
Stamford, Connecticut 06902
Telephone.: 203-595-3000

Email: Ian.Scheinmann@cenveo.com
Attention: Ian Scheinmann, Senior Vice President, Legal Affairs

If to the Trustee or the Collateral Agent:

The Bank of New York Mellon

101 Barclay Street, Floor 7 East

New York, New York 10286

Telecopier No: (212) 815-5704

The Company or any Guarantor may, by notice to the Trustee, designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Noteholders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied, and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Noteholder 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 Trustee or may be sent via email if an email address is provided to Trustee or Company in writing by such Noteholder for notice purposes. Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders.

If a notice or communication is mailed or emailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails or emails a notice or communication to Noteholders, it shall mail a copy to the Trustee at the same time.

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The Trustee agrees to accept and act upon instructions or directions pursuant to this Note Purchase Agreement sent by unsecured email, pdf, facsimile transmission or other similar

unsecured electronic methods; provided, however, that the Trustee shall have received an incumbency certificate listing Persons designated to give such instructions or directions and containing specimen signatures of such designated Persons, which such incumbency certificate shall be amended and replaced whenever a Person is to be added or deleted from the listing. If the Company elects to give the Trustee email or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Section 9.4.    Amendments; Waiver.

(a)    NotwithstandingSection 9.4(b)below, the Company, the applicable Guarantor(s), the Trustee and the Collateral Agent may, as applicable, amend or supplement this Note Purchase Agreement, the Notes, the Note Guarantee or (subject to any required consents of others) any other Note Purchase Document without the consent of any Noteholder:

(i)to cure any ambiguity, defect or inconsistency;

(ii)to provide for the assumption of the Company’s obligations to the Noteholders in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article V hereof;

(iii)to make any change that would provide any additional rights or benefits to the Noteholders;

(iv)to evidence and provide for the acceptance of appointment under the Security Documents by a successor Collateral Agent;

(v)to add to the Collateral securing the Note Obligations;

(vi)to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, as additional security for the payment and performance of the Note Obligations, on any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or on which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Note Purchase Agreement, any of the Security Documents or otherwise;

(vii)to provide for the release of Collateral from the Lien of this Note Purchase Agreement and the Security Documents when permitted or required by the Security Documents or this Note Purchase Agreement; or

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(viii)to appropriately include any ABL Facility, Permitted Additional Pari Passu Obligations or Junior Priority Obligations, in each case, to the extent such

Indebtedness is permitted hereunder and the applicable Intercreditor Agreement, in any applicable Intercreditor Agreement.

Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amendment or supplement to any Note Purchase Document, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee or Collateral Agent, as applicable, shall join with the Company and each of the Guarantors in the execution of any amendment or supplement to any Note Purchase Documents authorized or permitted by the terms of this Section 9.4(a) and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Collateral Agent shall be obligated to enter into such amendment or supplement that affects its own rights, duties or immunities under any Note Purchase Document or otherwise.

(b)    No amendment or waiver of any provision of this Note Purchase Agreement or any other Note Purchase Document, and no consent to any departure by the Company or any Guarantor therefrom, shall be effective unless in writing signed by the Majority Noteholders and the Company or the applicable Guarantor, as the case may be, and acknowledged by the Trustee, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;provided,however, that no such amendment, waiver or consent shall:

(i)    postpone any date fixed by the Note or any other Note Purchase Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Noteholders (or any of them) hereunder or under such other Note Purchase Document or modify the definition of “Maturity Date” (or waive any provision thereof) without the written consent of each Noteholder;

(ii)    reduce the principal or the rate of interest specified of the Notes or other amounts payable hereunder or under any other Note Purchase Document or any Security Document, without the written consent of each Noteholder entitled to such amount;provided,however, that only the consent of the Majority Noteholders shall be necessary to amend the default interest payable pursuant toSection 4.1(b)or to waive any obligation of the Company to pay such default interest;

(iii)    changeSection 6.10in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Noteholder;

(iv)    change any provision of thisSectionor the definition of “Majority Noteholders” or any other provision hereof specifying the number or percentage of Noteholders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Noteholder;

(v)    subject toArticle X, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Noteholder;

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(vi)    subject toArticle VIII, release all or substantially all of the value of the Note Guarantee, without the written consent of each Noteholder;

(vii)    subordinate the Note Obligations or the Liens securing the Note Obligations without the written consent of each Noteholder other than pursuant to the Intercreditor Agreements; or

(viii)    make any change in the preceding amendment and waiver provisions, without the written consent of each Noteholder;

and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by (x) the Trustee or the Collateral Agent, as applicable, in addition to the Noteholders required above, affect the rights or duties of the Trustee or the Collateral Agent under this Note Purchase Agreement or any other Note Purchase Document and (y) the Purchaser Advisor, to the extent the Purchaser Advisor or any of its Affiliates or Managed Funds remains a Noteholder, amend, waive, modify or supplement Section 4.18 or waive any continuing Default or Event of Default described in Section 6.1(k).

(c)    Neither any course of conduct or dealing nor failure or delay by any party in exercising any right, power, or privilege under this Note Purchase Agreement or any other Note Purchase Document will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. A waiver given by a party will be applicable only to the specific instance for which it is given.

(d)    The Trustee shall sign any amendment or supplement hereto authorized pursuant to thisSection 9.4if such amendment or supplement does not affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign any amendment or supplement hereto until the Board of Directors approves such amendment or supplement. In executing any amendment or supplement hereto, the Trustee shall be provided with an Opinion of Counsel and Officers’ Certificate stating that such amendment or supplement is authorized or permitted by the Note Purchase Agreement and that all conditions precedent to the execution of such amendment or supplement have been complied with.

Section 9.5.    Binding Effect; Assignment; Transfer and Exchange.

(a)    This Note Purchase Agreement and each other Note Purchase Document shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. References to a party in this Note Purchase Agreement and in any Note Purchase Document also refer to such party’s successors and permitted assigns.

(b)    None of the Note Purchase Documents, nor any right, duty or obligation of any party thereunder, may be assigned by the Company or any Guarantor without the prior written consent of the Noteholders.

(c)    Any Noteholder may transfer its Notes, in whole or in part, and its related rights and obligations hereunder and thereunder; provided that the effectiveness of any such transfer

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shall be subject to satisfaction of the following conditions:

(i)    any partial transfer of a Note shall not be less than $5,000,000 or integral multiples of $1,000,000 in excess thereof (or, if less, the entire remaining outstanding principal amount under such Note); provided, however, that following the Issue Date, partial transfers of any Note in a denomination of not less than $1,000,000 or an integral multiple thereof may be made to the Purchaser Advisor or any of its Affiliates or Managed Funds provided that the transferring Noteholder has certified in the Certificate of Transfer delivered to the Trustee pursuant to clause (c)(v) below (upon which the Trustee may conclusively rely) in connection with such transfer that the transferee is the Purchaser Advisor or any of its Affiliates or Managed Funds and that, after giving effect to any such partial transfer, the Purchaser Advisor and its Affiliates and Managed Funds will hold, collectively, no more than five (5) Notes that have a denomination of less than $5,000,000;

(ii)    the transferor and transferee shall ensure that such transfer (and any issuance of a new Note to the transferee Noteholder) shall be exempt from, and not subject to, registration under the Securities Act;

(iii)    each representation and warranty inArticle IIIshall be accurate in all respects with respect to such transferee Noteholder (with respect to itself, as if it was a Purchaser) as of the effective date of such transfer;

(iv)    the transferor and the transferee Noteholders, as applicable, shall have provided to the Trustee (A) an assignment in the form attached hereto as Exhibit C, (B) a Certificate of Transfer from the transferor in the form attached hereto as Exhibit D, (C) payment instructions of the transferee, (D) a completed Form W-9 or the applicable IRS Form W-8 of the transferee and (E) to the extent the transferee Noteholder is not an existing Noteholder, a joinder agreement in the form attached hereto as Exhibit F (collectively, the “Transfer Documentation”); and

(v)    in accordance with Section 1.2, the transferor Noteholder shall surrender its existing original Note to the Trustee and request a new Note in accordance with clause (e) below.

From and after the effective date of a transfer in accordance with this clause (c), the transferee thereunder shall be a party to this Note Purchase Agreement and, to the extent of the interest transferred, have the rights and obligations of a Noteholder under this Note Purchase Agreement, and the transferor Noteholder thereunder shall, to the extent of the interest transferred, be released from its obligations under this Note Purchase Agreement.

(d)    Each Noteholder hereby agrees that it shall, promptly (and no later than five (5) Business Days) after the date on which it has transferred any part of its interest in the Note held by it, notify the Company of the date and amount of such transfer, together with copies of the Transfer Documentation.

(e)    Subject to satisfaction of the transfer conditions set forth in clause (c) above and in accordance with Section 1.2, upon the surrender of the transferor Noteholder’s existing original Note to the Trustee, the Company shall promptly execute and direct the Trustee

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to authenticate and deliver one or more new Notes (as applicable) in exchange therefor, in an aggregate principal amount equal to the principal amount outstanding of the surrendered Note. Each such new Note shall be dated the date of its authentication and shall be in such principal amount so as to reflect the principal amount of the Notes held by each relevant Noteholder pursuant to such transfer. Each Note surrendered to the Trustee by a transferor Noteholder shall be cancelled and disposed of in accordance with the Trustee’s procedures for the disposition of cancelled securities.

(f)    Any purported transfer in violation of clauses (b) or (c) of this Section 9.5 will be null and void ab initio.

(g)    Any provision of this Section 9.5 notwithstanding:

(i)    the Company and the Registrar shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date;

(ii)    prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary;

(iii)    (x) each transferee Noteholder agrees to indemnify the Company and the Trustee against any liability that may result from any inaccuracy of any certification made by such transferee Noteholder in any Transfer Documentation which results in such transfer to it being made in violation of applicable United States federal or state securities law and (y) each transferor Noteholder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Noteholder’s Note in violation of this Section 9.5, other than as to matters covered by the preceding clause (x); and

(iv)    neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Note Purchase Agreement or under applicable law with respect to any transfer of any interest in any 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 Note Purchase Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 9.6.    No Third-Party Beneficiaries.

Except for the Persons expressly referenced herein, nothing in this Note Purchase Agreement is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under, or in

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respect of, this Note Purchase Agreement, the other Note Purchase Documents or any provision contained herein or therein.

Section 9.7.    Revocation and Effect of Consents.

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

Section 9.8.    Governing Law.

THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 9.9.    Submission to Jurisdiction; Waiver of Venue.

THE COMPANY AND EACH NOTEHOLDER EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE PURCHASE AGREEMENT OR ANY OTHER NOTE PURCHASE DOCUMENT (OTHER THAN AS PROVIDED IN ANY MORTGAGE OR OTHER SECURITY DOCUMENT WITH RESPECT TO ITSELF), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. THE COMPANY AND EACH NOTEHOLDER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE PURCHASE AGREEMENT OR ANY OTHER NOTE PURCHASE DOCUMENT IN ANY COURT REFERRED TO ABOVE. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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Section 9.10.    Consent to Service of Process.

Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.3 and agrees that nothing in this Note Purchase Agreement or any other Note Purchase Document will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Section 9.11.    Waiver of Jury Trial.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE PURCHASE AGREEMENT, ANY OTHER NOTE PURCHASE DOCUMENT, OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 9.12.    Counterpart Originals.

The parties may sign any number of copies of this Note Purchase Agreement. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page of this Note Purchase Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Note Purchase Agreement.

Section 9.13.    Severability.    

In case any provision in this Note Purchase Agreement or in any other Note Purchase Document 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 9.14.    Statements Required in Certificate or Opinion.

Upon any request or application by the Company and/or any Guarantor to the Trustee to take any action under this Note Purchase Agreement, the Company or such Guarantor shall furnish to the Trustee an Officers’ Certificate to the effect that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Note Purchase Agreement relating to the proposed action have been satisfied and an Opinion of Counsel to the effect that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Note Purchase Agreement (other than Officers’ Certificates delivered pursuant to Section 4.2) shall include:

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

(b)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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

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

Section 9.15.    Table of Contents, Headings, etc.

The Table of Contents and headings of the Articles and Sections of this Note Purchase Agreement have been inserted for convenience of reference only, are not to be considered a part of this Note Purchase Agreement and shall in no way modify or restrict any of the terms or provisions hereof.

Section 9.16.    Intercreditor Agreements.

The Noteholders, the Trustee, the Collateral Agent, the Company and the Guarantors are bound by the terms of the Intercreditor Agreements and the other Security Documents.

Section 9.17.    No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator or stockholder or other owner of Capital Stock of the Company or any Guarantor, as such (other than the Company and the Guarantors), shall have any personal liability for any obligations of the Company or the Guarantors under this Note Purchase Agreement or the other Note Purchase Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Noteholder by accepting a Note waives and releases all such personal liability (it being understood that the foregoing shall not constitute any release of the Company or any Guarantor for any actions of any such past, present or future director, officer, employee, incorporator or stockholder or other owner of Capital Stock of the Company or any Guarantor in their capacities as agents or representatives of the Company or any Guarantor). The waiver and release are part of the consideration for issuance of the Notes.

Section 9.18.    No Adverse Interpretation of Other Agreements.

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

Section 9.19.    Treatment of Certain Information; Confidentiality.

(a)    Each of the Trustee, the Collateral Agent, each Purchaser and each Noteholder agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of

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such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided, that in the event of any such disclosure under this clause (c), the Trustee, the Collateral Agent, such Purchaser or such Noteholder, as the case may be, agrees to use commercially reasonable efforts to inform the Company of such disclosure to the extent not prohibited by law), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Note Purchase Document or any action or proceeding relating to this Note Purchase Agreement or any other Note Purchase Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any transferee of, or any prospective transferee of, any of its rights or obligations under this Note Purchase Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the consent of the Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Trustee, the Collateral Agent, any Noteholder, any Purchaser or any of their respective Affiliates on a nonconfidential basis from a source other than the Company (other than through a Person whom the Trustee, the Collateral Agent, such Noteholder or such Purchaser actually knows to be acting in violation of his or its obligations to the Company or any Guarantor).

(b)    For purposes of this Section, “Information” means all information received from the Company or any Guarantor or any Subsidiary thereof relating to the Company or any Guarantor or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Trustee, the Collateral Agent, any Noteholder or any Purchaser on a nonconfidential basis prior to disclosure by the Company or any Guarantor or any Subsidiary thereof, providedthat, in the case of information received from the Company or any Guarantor or any such Subsidiary after the Issue Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(c)    Each of the Trustee, the Collateral Agent, each Noteholder and each Purchaser acknowledges that (a) the Information may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable law, including Federal and state securities laws.

Section 9.20.    Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

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

ARTICLE X
SECURITY

Section 10.1.    Security Documents.

In order to secure the due and punctual payment of the Notes Obligations, the Company, the Guarantors, the Collateral Agent and the other parties thereto have simultaneously with the execution of this Note Purchase Agreement entered into or, in accordance with the provisions of Section 4.12, Section 4.17, Section 4.19 and this Article X, will enter into the Security Documents.

Section 10.2.    Recording, Registration and Opinions.

Any release of Collateral permitted or required by Section 10.3 hereof or the Security Documents will be deemed not to impair the Liens under this Note Purchase Agreement and the Security Documents in contravention thereof. The Trustee may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinion.

Section 10.3.    Releases of Collateral.

The Liens securing the Notes Obligations will, automatically and without the need for any further action by any Person, be released:

(a)    in whole or in part,

(i)    with the consent of the requisite Noteholders in accordance withSection 9.4, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes; or

(ii)    to the extent required by the Intercreditor Agreements.

(b)    in whole, upon payment in full of outstanding principal, accrued and unpaid interest and all other Note Obligations (other than any indemnification obligations for which no claim or demand for payment whether oral or written has been made at such time);

(c)    in part, as to any asset constituting Collateral, and, solely in the case of clauses (i), (iv) and (v) below, if all other Liens on that asset securing the ABL Obligations, any Senior Priority Obligations and any Junior Priority Obligations then secured by that asset are or have been released:

(i)    that is sold or otherwise transferred by the Company or any of the Guarantors (other than a sale or transfer to the Company or a Guarantor) in a transaction that is not prohibited by the Note Purchase Documents (to the extent of the interest sold or transferred) or otherwise permitted by the Note Purchase Documents,;

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(ii)    that is cash withdrawn from deposit accounts and paid to a Person that is not the Company or a Guarantor for any purpose not prohibited under this Note Purchase Agreement or the Security Documents;

(iii)    that becomes Excluded Property;

(iv)    of any Guarantor whose Note Guarantee is released pursuant toSection 8.4; or

(v)    that is otherwise released in accordance with, and as expressly provided for in accordance with, this Note Purchase Agreement and the Security Documents.

Section 10.4.    Form and Sufficiency of Release.

In the event that either the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that, under the terms of the Note Purchase Documents, may be sold, exchanged or otherwise disposed of by the Company or any Guarantor and with respect to which all other Liens on that asset securing the ABL Obligations, any Senior Priority Obligations and any Junior Priority Obligations then secured by that asset have been released or are to be concurrently released, and the Company or such Guarantor requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Note Purchase Agreement, the applicable Note Guarantee and the Security Documents, upon receipt of an Officers’ Certificate and Opinion of Counsel to the effect that such release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such release is being made (upon which the Trustee may exclusively and conclusively rely), the Trustee shall execute, acknowledge and deliver to the Company or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Company, and providing for release without recourse and shall take such other action as the Company or such Guarantor may reasonably request and as necessary to effect such release at the expense of the Company and the Guarantors. Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with. All such requests, releases, Officers’ Certificates and Opinions of Counsel shall be further distributed by the Company to the Noteholders.

Section 10.5.    Possession and Use of Collateral.

Subject to the provisions of the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of and to exercise all rights with respect to the Collateral (other than as set forth in the Security Documents and this Note Purchase Agreement), to operate, manage, develop, lease, use, consume and enjoy the Collateral (other than as set forth in the Security Documents and this Note Purchase Agreement), to alter or repair any Collateral so long as such alterations and repairs do not impair the Lien of the Security Documents thereon, and to collect, receive, use, invest and dispose of the reversions,

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remainders, interest, rents, lease payments, issues, profits, revenues, proceeds and other income thereof.

Section 10.6.    Purchaser Protected.

No purchaser or grantee of any property or rights purporting to be released shall be bound to ascertain the authority of the Trustee to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority so long as the conditions set forth in Section 10.4 have been satisfied.

Section 10.7.    Authorization of Actions to Be Taken by the Collateral Agent under the Security Documents.

In acting under the Note Purchase Documents, the Noteholders, the Company and the Guarantors agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee under this Note Purchase Agreement as if such were provided to the Collateral Agent Furthermore, each Noteholder, by accepting its Note, appoints The Bank of New York Mellon as its collateral agent, and consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Security Documents in each of its capacities thereunder.

Section 10.8.    Authorization of Receipt of Funds by the Trustee Under the Security Agreement.

Subject to the terms of the Intercreditor Agreements, the Trustee is authorized to receive any funds for the benefit of Noteholders distributed under the Security Documents to the Collateral Agent with respect to the Note Obligations, and to apply such funds as provided in this Note Purchase Agreement and the Security Documents.

Section 10.9.    Powers Exercisable by Receiver or Collateral Agent.

In case any Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article X upon the Company or any Guarantor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or any Guarantor, as applicable, or of any officer or officers thereof required by the provisions of this Article X.

Section 10.10.    Appointment and Authorization of Collateral Agent.

(a)    The Bank of New York Mellon is hereby designated and appointed as the Collateral Agent of the Secured Parties under the Security Documents, and is authorized as the Collateral Agent for the Secured Parties to execute and enter into each of the Security Documents and all other instruments relating to the Security Documents and (i) to take action and exercise such powers as are expressly required or permitted hereunder and under the Security Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are in each case, expressly delegated to the Collateral Agent

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by the terms hereof and thereof together with such other powers as are reasonably incidental hereto and thereto.

(b)    Notwithstanding any provision to the contrary elsewhere in this Note Purchase Agreement or the Security Documents, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note Purchase Agreement or any Security Document or otherwise exist against the Collateral Agent.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Note Purchase Agreement as of the date first above written.

CENVEO CORPORATION, a Delaware corporation

By: /s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

CENVEO, INC., a Colorado corporation

By: /s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

S-1

Signature Page to Indenture and Note Purchase Agreement

CNMW INVESTMENTS, INC., a Delaware corporation

CENVEO SERVICES, LLC, a Colorado limited liability company

DISCOUNT LABELS, LLC, an Indiana limited liability company

CENVEO OMEMEE LLC, a Delaware limited liability company

COLORHOUSE CHINA, INC., a Colorado corporation

RX JV HOLDING, INC., a Delaware corporation

CRX JV, LLC, a Delaware limited liability company

CRX HOLDING, INC., a Delaware corporation

RX TECHNOLOGY CORP., a Delaware corporation

CADMUS PRINTING GROUP, INC., a Virginia corporation

CADMUS FINANCIAL DISTRIBUTION, INC., a Virginia corporation

GARAMOND/PRIDEMARK PRESS, INC., a Maryland corporation

CADMUS JOURNAL SERVICES, INC., a Virginia corporation

CADMUS DELAWARE, INC., a Delaware corporation

CADMUS UK, INC., a Virginia corporation

EXPERT GRAPHICS, INC., a Virginia corporation

CADMUS MARKETING GROUP, INC., a Virginia corporation

CADMUS MARKETING, INC., a Virginia corporation

CADMUS/O’KEEFE MARKETING, INC., a Virginia corporation

OLD TSI, INC., a Georgia corporation

PORT CITY PRESS, INC., a Maryland corporation

By:     /s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

S-2

Signature Page to Indenture and Note Purchase Agreement

CADMUS INTERNATIONAL HOLDINGS, INC., a Virginia corporation

CDMS MANAGEMENT, LLC, a Delaware limited liability company

MADISON/GRAHAM COLORGRAPHICS, INC., a California corporation

VSUB HOLDING COMPANY, a Virginia corporation

VAUGHAN PRINTERS INCORPORATED, a Florida corporation

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC., a California corporation

COMMERCIAL ENVELOPE MANUFACTURING CO. INC., a New York corporation

CENVEO CEM, INC., a Delaware corporation

CENVEO CEM, LLC, a Delaware limited liability company

LIGHTNING LABELS, LLC, a Delaware limited liability company

NASHUA CORPORATION, a Massachusetts corporation

NASHUA INTERNATIONAL, INC., a Delaware corporation

ENVELOPE PRODUCT GROUP, LLC, a Delaware limited liability company

By:     /s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

S-3

Signature Page to Indenture and Note Purchase Agreement

ALLIANZGI US HIGH YIELD FUND, as Purchaser

By: ALLIANZ GLOBAL INVESTORS U.S

LLC, as its manager

By:    /s/ Doug Forsyth

Name: Doug Forsyth

Title: Managing Director

ALLIANZ INCOME AND GROWTH FUND, as Purchaser

By: ALLIANZ GLOBAL INVESTORS U.S

LLC, as its manager

By:    /s/ Doug Forsyth

Name: Doug Forsyth

Title: Managing Director

S-4

Signature Page to Indenture and Note Purchase Agreement

THE BANK OF NEW YORK MELLON, as Trustee and Collateral Agent in respect of the Indenture Related Provisions

By:    /s/ Laurence J. O'Brien

Name: Laurence J. O'Brien

Title: Vice President

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Signature Page to Indenture and Note Purchase Agreement

ANNEX A

DEFINITIONS

“ABL Agent” means Bank of America, N.A., in its capacity as the holder of the liens granted by the Company and the Guarantors to securethe ABL Obligations, and its successors in such capacity.

“ABL Facility” means the Credit Agreement, dated as of April 16, 2013, by and among the Company, the Parent Company, Bank of America, N.A., as administrative agent, issuing bank and swingline lender, and the other parties thereto, as the same may be amended, modified, supplemented, refinanced or replaced, in whole or in part, including any refinancing or replacement with one or more additional credit agreements, loan agreements, notes purchase agreements (other than this Note Purchase Agreement and the Notes) or indentures and whether with the same group of lenders or additional lenders.

“ABL Intercreditor Agreement” means the ABL Intercreditor Agreement, dated as of June 26, 2014, by and among the ABL Agent, the Senior Priority Agent, the Collateral Agent, the Company and the other parties thereto, as amended by that certain Amendment No. 1 to Intercreditor Agreement, dated as of the Issue Date, and as further amended, modified, restated, supplemented or replaced from time to time.

“ABL Obligations” means all Obligations under the ABL Facility secured by Liens permitted by clause (1) of the definition of “Permitted Liens” (other than any Obligations under such clause that the Company has elected to have secured by the Senior Notes Priority Liens as Permitted Additional Pari Passu Obligations) and all Obligations with respect to cash management services and hedging arrangements that are secured by the security documents securing the ABL Facility (as more particularly described in the ABL Intercreditor Agreement).

“ABL Priority Collateral” means “ABL Collateral” as defined in the ABL Intercreditor Agreement.

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

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

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

“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, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by

A-1

agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

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

“Asset Sale” means:

(i)the sale, lease, conveyance or other disposition of any assets or rights, including sales and leasebacks, but excluding sales of inventory and equipment in the ordinary course of business consistent with past practices; providedthat the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of Section 4.5 and/or the provisions of Article V hereof and not by the provisions of Section 4.6; and

(ii)    the issuance of Equity Interests by any of the Parent Company’s Restricted Subsidiaries or the sale of Equity Interests in any of the Parent Company’s Subsidiaries.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(i)    any single transaction or series of related transactions that involves assets having a fair market value of less than $20 million;

(ii)    a transfer of assets between or among the Parent Company and its Restricted Subsidiaries;

(iii)    an issuance of Equity Interests by a Restricted Subsidiary to the Parent Company or to another Restricted Subsidiary;

(iv)    an Investment or Restricted Payment that is permitted under Section 4.7 hereof;

(v)    solely for purposes of Section 4.6, any Event of Loss that would otherwise constitute an Asset Sale; and

(vi)    the lease of any asset under an operating lease in the ordinary course of business.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

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

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as such term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“Board of Directors” means the Board of Directors of the Company, or the Parent Company, as applicable, or any authorized committee of the Board of Directors.

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

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

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

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

(iii)in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(iv)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(i)    United States dollars;

(ii)    (a) pounds sterling, euros or any national currency of any participating member state of the European Economic and Monetary Union; or (b) such local currencies held by the Parent Company or any Restricted Subsidiary from time to time in the ordinary course of business;

(iii)securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of not more than twelve months from the date of acquisition;

Annex A-3

(iv)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500 million in the case of United States banks and $100 million (or the United States dollar equivalent as of date of determination) in the case of non- United States banks;

(v)    repurchase obligations for underlying securities of the types described in clauses (iii) and (iv) entered into with any financial institution meeting the qualifications specified in clause (iv) above;

(vi)    money market instruments, commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof by Standard & Poor’s Ratings Services or at least P-2 or the equivalent thereof by Moody’s Investors Services, Inc. (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency);

(vii)    investments in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended; and

(8)    investment funds investing 90% of their assets in securities of the types described in clauses (1) through (7) above.

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

(i)    the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as such term is used in. Section 13(d)(3) of the Exchange Act) other than a Principal or a Related Party of a Principal;

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

(iii)    the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of the Parent Company, measured by voting power rather than number of shares;

(iv)    the first day on which a majority of the members of the Board of Directors of the Parent Company are not Continuing Directors;

(v)    the Parent Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Parent Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the

Annex A-4

Parent Company is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Parent Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person immediately after giving effect to such issuance; or

(vi)    the Company ceases to be a Wholly Owned Restricted Subsidiary of the Parent Company.

“Collateral” means all of the assets of the Company and the Guarantors, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Note Obligations (including proceeds and products thereof).

“Collateral Agent” means The Bank of New York Mellon, in its capacity as Collateral Agent under the Security Documents, together with its successors.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, the following items:

(i)    cost savings believed in good faith by the Company to be probable based on actions taken prior to the Issue Date or that are expected to be taken within 12 months of the Issue Date in an aggregate amount for any period not to exceed 20% of Consolidated Cash Flow for such period (without giving effect to any increase pursuant to this clause (i)); plus

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

(iii)    consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

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

(v)    depreciation, amortization (including amortization of goodwill and other intangibles) and other non-cash expenses of such Person and its Restricted Subsidiaries

Annex A-5

for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(vi)    any amounts paid or payable to any employee or officer of such Person or any of its Restricted Subsidiaries in connection with the termination of the employment of such employee or officer, and the amount of any severance or other expenses associated with the termination of employees, in each case, to the extent that any such amounts or expenses were deducted in computing such Consolidated Net Income; plus

(vii)    any non-recurring fees, charges or other expenses made or incurred in connection with any actual or proposed Investment, asset sale, acquisition, recapitalization or issuance of Capital Stock or incurrence of Indebtedness or any amendment or modification of Indebtedness (including as a result of Statement of Financial Accounting Standards 141R), in each case, to the extent that any such fees, charges or other expenses were deducted in computing such Consolidated Net Income; plus

(viii)    non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; plus or minus

(ix)    any unusual, non-recurring or restructuring gains, charges or losses (including, without limitation, in connection with any acquisition or disposition of assets outside the ordinary course of business, any other Investment, any internal restructuring initiatives, any consolidation, shut-down or start-up of operations and any financing or refinancing transaction) not excluded from such Consolidated Net Income for such period;

in each case, on a consolidated basis.

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

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

(ii)    solely for purposes of Section 4.7, the Net Income of any Restricted Subsidiary (other than the Company or a Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders;

Annex A-6

(iii)    any write-downs with respect to, or losses on dispositions of, Subsidiaries and assets and all restructuring charges incurred by the Parent Company and the Restricted Subsidiaries, shall be excluded;

(iv)    non-recurring fees, expenses or charges (including integration charges) and, without limitation, the write-off of deferred financing fees) incurred in connection with this offering, or any merger, acquisition or consolidation shall be excluded;

(v)    the cumulative effect of, or a change in accounting principles shall be excluded;

(vi)    stock-based compensation provision and gain and loss on early extinguishment of debt shall be excluded;

(vii)    the amortization or write-off of deferred financing fees shall be excluded; and

(viii)    any “mark-to-market” change in the carrying value of Equity Interests of any Person that is not consolidated with the Parent Company in the Parent Company’s financial statements in accordance with GAAP shall be excluded.

“Consolidated Senior Secured Debt Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Total Indebtedness of the Parent Company and its Restricted Subsidiaries on such date that is secured by Liens (other than any Junior Priority Obligations) plus, without duplication, the maximum amount of Indebtedness that would be permitted to be incurred on such date under (x) Section 4.8(b)(i) and (y) any Designated Permitted Additional Pari Passu Revolving Commitments to (b) Consolidated Cash Flow of the Parent Company and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness or issues or redeems preferred stock subsequent to the commencement of the period for which the Consolidated Senior Secured Debt Ratio is being calculated but prior to the date on which the event for which the calculation of the Consolidated Senior Secured Debt Ratio is made (the “Consolidated Senior Secured Debt Ratio Calculation Date”), then the Consolidated Senior Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, however, borrowings in the ordinary course of business under any revolving credit agreement shall not be given pro forma effect and shall be included in the calculation of the Consolidated Senior Secured Debt Ratio only to the extent such borrowings were actually outstanding on such date of determination.

In addition, for purposes of calculating the Consolidated Senior Secured Debt Ratio:

(i)acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any

Annex A-7

related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Consolidated Senior Secured Debt Ratio Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (ii) of the proviso set forth in the definition of “Consolidated Net Income”;

(ii)    if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Parent Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Consolidated Senior Secured Debt Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period;

(iii)    whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Parent Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that such pro forma calculations may include operating expense reductions for such period resulting from such transaction which is being given pro forma effect that have been realized or (A) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (B) with respect to any transactions, for which tare steps necessary for realization are reasonably expected to be taken within the 12-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead; and

(iv)    the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Consolidated Senior Secured Debt Ratio Calculation Date, including, but not limited to, divested operations EBITDA, shall be excluded.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (i) the aggregate amount of all outstanding Indebtedness of the Parent Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital Lease Obligations and debt obligations evidenced by promissory notes and similar instruments and (ii) the aggregate amount of all outstanding Disqualified Stock of the Parent Company on a consolidated basis, with the amount of such Disqualified Stock equal to the greater of its voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were

Annex A-8

purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Note Purchase Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Company. Any amount of Indebtedness in a currency other than United States dollars will be converted to United States dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated Cash Flow for the applicable period.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company or the Parent Company who: (i) was a member of such Board of Directors on the Issue Date; or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors of the Parent Company at the time of such nomination or election.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 7 East, New York, New York 10286, Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Noteholders and the Company, 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 Noteholders and the Company).

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means the fair market value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

“Designated Permitted Additional Pari Passu Revolving Commitments” means “Designated Permitted Additional Pari Passu Revolving Commitments” as defined in the Senior Priority Notes Indenture.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Parent Company or a Restricted Subsidiary to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Parent Company or such

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Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.7 hereof

“Domestic Guarantor” means any Guarantor that is organized under the laws of any political subdivision of the United States.

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

“Equity Offering” means any private or underwritten public offering of common stock of the Parent Company in which the gross proceeds to the Parent Company are at least $50 million.

“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal) constituting Collateral, any of the following:

(i)    any loss, destruction or damage of such property or asset;

(ii)    any institution of any proceeding for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

(iii)    any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or

(iv)    any settlement in lieu of clauses (ii) or (iii) above.

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

“Excluded Property” has the meaning set forth in the Security Agreement.

“Excluded Subsidiary” means (a) any Subsidiary that is a not-for-profit organization, (b) any captive insurance company, (c) any Unrestricted Subsidiary and (d) any Subsidiary that, together with all other Subsidiaries that are then Excluded Subsidiaries pursuant to this clause (d), did not account for more than $5,000,000 of the Parent Company’s consolidated total assets as of the last day of the Parent Company’s most recently ended fiscal quarter for which internal financial statements are then available or more than $5,000,000 of the Parent Company’s consolidated revenue for the fiscal quarter ending on such date; providedthat no such Subsidiary described in any of clauses (a) through (d) above shall be an Excluded Subsidiary at any time that it is a guarantor of any Indebtedness of (i) the Parent Company, (ii) the Company or (iii) any Subsidiary Guarantor that is a Domestic Subsidiary.

“Existing Indebtedness” means Indebtedness of the Parent Company and its Restricted Subsidiaries in existence on the Issue Date.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Issue Date, any current or future regulations, including proposed or temporary regulations, promulgated

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under the Code or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b) of the Code.

“FATCA Withholding Tax” means any withholding tax imposed pursuant to FATCA.

“Fixed Asset Priority Collateral” has the meaning set forth in the ABL Intercreditor Agreement.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays or redeems any Indebtedness or issues or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, however,borrowings in the ordinary course of business under any revolving credit agreement shall not be given pro forma effect and shall be included in the calculation of the Fixed Charge Coverage Ratio only to the extent such borrowings were actually outstanding during the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (i) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Fixed Charge Coverage Ratio Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (ii) of the proviso set forth in the definition of “Consolidated Net Income”; (ii) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Parent Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period; (iii) whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Parent Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that such pro forma calculations may include operating expense reductions for such period resulting from such transaction which is being given pro forma effect that have been realized or (A) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (B) with respect to any transactions, for which the steps necessary for

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realization are reasonably expected to be taken within the 12-month period following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions (c) reduction of costs related to leased or owned properties and (d) reductions from the consolidation of operations and streamlining of corporate overhead; (iv) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness); (v) interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP; (vi) 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, and 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 Parent Company may designate; (vii) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Fixed Charge Coverage Ratio Calculation Date, shall be excluded; and (viii) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Fixed Charge Coverage Ratio Calculation Date, shall be excluded.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of: (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts, and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations; plus (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus (iii) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (iv) cash dividend payments on any series ^,of preferred stock or Disqualified Stock of such Person or any of its Restricted Subsidiaries.

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

“Grantor” means the Company and each Guarantor.

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“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means each of: (i) the Parent Company, (ii) each Subsidiary Guarantor; and (iii) any other Subsidiary of the Parent Company that executes a Guaranty Joinder Agreement in accordance with the provisions of this Note Purchase Agreement, and their respective successors and assigns.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under: (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or the value of foreign currencies purchased or received by such Person in the ordinary course of business; and (iii) any commodity futures or option contract or other similar commodity hedging contract designed to protect such Person against fluctuations in commodity prices.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of: (i) borrowed money; (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (iii) banker’s acceptances; (iv) representing Capital Lease Obligations; (v) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or (vi) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by such Person of any indebtedness of any other Person. Notwithstanding anything in this Note Purchase Agreement to the contrary, the designation of Designated Permitted Additional Pari Passu Revolving Commitments as such shall be deemed to be an incurrence of Indebtedness (and Liens securing such Indebtedness) in the full amount of such Designated Permitted Additional Pari Passu Revolving Commitments solely at the time of such designation and any subsequent borrowing, repayment or reborrowing thereunder prior to the termination thereof shall be disregarded for all purposes of this Note Purchase Agreement (including, without limitation, for purposes of the definition of “Permitted Liens” hereunder).

The amount of any Indebtedness outstanding as of any date shall be: (i) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and (ii) the principal amount thereof, together with any interest thereon that is more than30 days past due, in the case of any other Indebtedness.

“Indenture Related Provisions” means this Note Purchase Agreement other than the Note Purchase Related Provisions.

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“Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to the Company or any Guarantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Company or any Guarantor or with respect to a material portion of its respective assets, (c) any liquidation, dissolution, reorganization or winding-up of the Company or any Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company or any Guarantor.

“Intercreditor Agreements” means the ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreement and the New Notes Intercreditor Agreement.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that would be classified as investments on a balance sheet prepared in accordance with GAAP, excluding Hedging Obligations. If the Parent Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Parent Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.7 hereof. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.7. Except as otherwise provided in this Note Purchase Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date” means June 10, 2016, the date of initial issuance of the Notes.

“Junior Priority Agent” means The Bank of New York Mellon, in its capacity as collateral agent for the holders of the Junior Priority Notes and any other Junior Priority Obligations, and its successors in such capacity pursuant to the Junior Priority Intercreditor Agreement.

“Junior Priority Intercreditor Agreement” means the Intercreditor Agreement, dated as of June 26, 2014, by and among the Senior Priority Agent, the ABL Agent, the Junior Priority Agent, the Collateral Agent, and the other parties thereto, as amended by that certain Amendment No. 1 to Intercreditor Agreement, dated as of the Issue Date, and as further amended, modified, restated, supplemented or replaced from time to time.

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“Junior Priority Notes” means the Company’s 8.500% Junior Priority Secured notes due 2022 issued on June 26, 2014 in an original aggregate principal amount equal to $250 million.

“Junior Priority Obligations” means all Obligations in respect of the Junior Priority Notes and any other Indebtedness that is in each case secured solely by Liens that are subordinated to the Liens securing the Notes Obligations pursuant to the Junior Priority Intercreditor Agreement.

“Legal Holiday” means a Saturday, Sunday or a day on which banking institutions in the City of New York, New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

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

“Managed Funds” means, with respect to the Purchaser Advisor, any Person (other than a natural person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial debt or similar extensions of credit in the ordinary course of business and (b) is advised or managed by (i) the Purchaser Advisor, (ii) any Affiliate of the Purchaser Advisor or (iii) any Person (other than a natural person) or any Affiliate of any Person (other than a natural person) that administers or manages the Purchaser Advisor.

“Majority Noteholders” means, at any time of determination, Noteholders holding more than 50% of the aggregate principal amount of the Notes then outstanding, excluding for this purpose any Notes owned by the Company, by any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor.

“Mortgaged Property” means each parcel of real (immovable) property (together with all improvements, immovables and fixtures thereon and rights appurtenant thereto) required to be encumbered by a Mortgage pursuant to Section 4.12 or 4.19(a) hereof.

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

(i)    any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the

Annex A-15

extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(ii)any extraordinary or nonrecurring gain or loss, together with any related provision for taxes on such extraordinary or nonrecurring gain or loss.

“Net Loss Proceeds” means the aggregate cash proceeds received by the Company or any Guarantor in respect of any Event of Loss, including, without limitation, insurance proceeds (other than business interruption insurance proceeds), condemnation awards or damages awarded by any judgment, net of thedirect cost in recovery of such Net Loss Proceeds (including, without limitation, legal, accounting, appraisal and insurance adjuster fees and any relocation expenses incurred as a result thereof), amounts required to be applied to the repayment of Indebtedness secured by any Permitted Lien on the asset or assets that were the subject of such Event of Loss (other than any Lien securing ABL Obligations, the Note Obligations and any Lien which does not rank prior to the Notes Priority Liens), and any taxes paid or payable as a result thereof.

“Net Proceeds” means the aggregate cash proceeds received by the Parent Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale (other than any Lien securing ABL Obligations, the Note Obligations and any Lien which does not rank prior to the Notes Priority Liens) and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“New Note Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Issue Date, by and among the ABL Agent, the Collateral Agent, the Company and the Guarantors, as amended, modified, restated, supplemented or replaced from time to time.

“Non-Recourse Debt” means Indebtedness: (i) as to which neither the Parent Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and (ii) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“North American Subsidiary” means a Restricted Subsidiary formed under the laws of a state of the United States (including the District of Columbia), or under the laws of Canada or a province or territory of Canada.

Annex A-16

“Note Guarantee” means, individually and collectively, the guarantees given by the Guarantors pursuant to Article VIII hereof.

“Note Obligations” means all Obligations of the Company and the Guarantors in respect of the Note Purchase Documents (other than the Intercreditor Agreements).

“Note Purchase Documents” means, collectively, this Note Purchase Agreement, the Note Guarantees, the Notes and the Security Documents.

“Note Purchase Related Provisions” means Section 1.1, Section 1.3Article II, Article III and Schedule I of this Note Purchase Agreement.

“Noteholder FATCA Information” means information sufficient to eliminate the imposition of, or determine the amount of FATCA Withholding Tax.

“Noteholder Tax Identification Information” means properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code).

“Noteholders” means each Person that is the legal and beneficial holder of a Note. As of the Issue Date, the Purchasers are the only Noteholders.

“Notes” means, collectively, the initial 4% Senior Secured Notes due 2021 issued to the Purchasers pursuant to this Note Purchase Agreement, and each other 4% Senior Secured Note due 2021 issued in replacement or substitution thereof to any Noteholder pursuant to, and in accordance with, the terms hereof. Each Note and the Trustee’s certificate of authentication will be in the form attached hereto as Exhibit A and, when initially issued, subject to Section 9.5(c)(i), shall be in denominations of not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof.

“Notes Priority Collateral” means all Liens in favor of the Collateral Agent on Collateral securing the Note Obligations.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness (including any such amounts that would have accrued but for the commencement of any Insolvency or Liquidation Proceeding, whether or not allowed in such proceeding).

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person, or any Guarantor, as applicable.

“Officers’ Certificate” means a certificate signed on behalf of the Parent Company or the Company by two Officers, except as otherwise provided herein, of the Parent

Annex A-17

Company or the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Parent Company or the Company, who meet certain requirements of Section 9.14 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 9.14 hereof. The counsel may be an employee of or counsel to the Company (or any Guarantor, if applicable).

“Permitted Additional Pari Passu Obligations” means “Permitted Additional Pari Passu Obligations” as defined in the Senior Priority Notes Indenture as in effect on the Issue Date.

“Permitted Businesses” means the printing business generally including the business conducted by the Parent Company and its Subsidiaries as of the Issue Date and any other business or businesses ancillary, complementary or related thereto.

“Permitted Investments” means:

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

(2)    any Investment in Cash Equivalents;

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

(a)    such Person becomes a Restricted Subsidiary; or

(b)such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent Company or a Restricted Subsidiary;

(4)    any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.6 hereof;

(5)Investments existing as of the Issue Date;

(6)any acquisition of assets solely in exchange for the issuance of Equity Interests of the Parent Company;

(7)accounts receivable, endorsements for collection, deposits or similar Investments arising in the ordinary course of business;

(8)any acquisition by the Parent Company or a Restricted Subsidiary of assets of a Permitted Business or assets to be used in a Permitted Business;

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(9)stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Parent Company or any Subsidiary or in satisfaction of judgments;

(10)the acceptance of notes payable from and loans and advances to officers, directors and employees of the Parent Company or its Subsidiaries in payment for the purchase of Capital Stock;

(11)    any other Investment acquired by the Parent Company or any of its Restricted Subsidiaries;

(a)    in exchange for any other Investment or accounts receivable held by the Parent Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer); or

(b)    as a result of a foreclosure by the Parent Company 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;

(12)    Hedging Obligations permitted under clause (b)(vii) of Section 4.8;

(13)guarantees of Indebtedness permitted under Section 4.8;

(14)Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(15)advances to, or guarantees of Indebtedness of, employees not in excess of $5 million outstanding at any one time, in the aggregate;

(16)    loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business;

(17)    advances, loans or extensions of trade credit in the ordinary course of business by the Parent Company or any of its Restricted Subsidiaries;

(18)    Investments consisting of purchases of contract tights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(19)    prepayments and other credits to suppliers made in the ordinary course of business; and

(20)    any other investment in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made

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pursuant to this clause (20) since the Issue Date and existing at the time such Investment was made, did not exceed $50 million.

“Permitted Liens” means:

(1)    Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.8(b)(i); provided that such Liens under this clause (1) are subject to the provisions of the ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreement and, in the case of Liens securing the ABL Obligations and the Note Obligations, the New Notes Intercreditor Agreement;

(2)    Liens on the Collateral (i) securing the Senior Priority Notes or (ii) incurred to secure Permitted Additional Pari Passu Obligations so long as, in the case of this clause (2)(ii), at the time of incurrence and after giving pro forma effect thereto and to the granting of Liens in connection therewith, the Consolidated Senior Secured Debt Ratio would be no greater than 4.0 to 1.0; provided that, in the case of either clauses (2)(i) or (2)(ii), such Liens are subject to the provisions of the ABL Intercreditor Agreement and the Junior Priority Intercreditor Agreement applicable to the holders of Senior Priority Obligations;

(3)    Liens in favor of the Company or the Guarantors;

(4)    Liens on the Collateral securing the Junior Priority Notes and any other Indebtedness incurred in compliance with Section 4.8 so long as such Indebtedness constitutes Junior Priority Obligations;

(5)    Liens on property (including, without limitation, Capital Stock) of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Parent Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those of the Person acquired or merged into or consolidated with the Parent Company or the Restricted Subsidiary;

(6)    Liens on property (including, without limitation, Capital Stock) existing at the time of acquisition thereof by the Parent Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition;

(7)    Liens to secure the performance of statutory obligations, surety or appealbonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(8)    Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.8(b)(iv) hereof covering only the assets acquired with such Indebtedness;

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(9)    Liens existing on the Issue Date (other than Liens described in clauses (1), (2)(i), (4) and (30) of this definition);

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

(11)    Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, old age pension or public liability obligations or to secure the payment or performance of bids, tenders, statutory or regulatory obligations, surety, stay, or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(12)    easements, rights-of-way, restrictions, defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Company or any of its Subsidiaries;

(13)    purchase money liens (including extensions and renewals thereof);

(14)    Liens securing reimbursement obligations with respect to letters of credit which encumber only documents and other property relating to such letters of credit and the products and proceeds thereof;

(15)    judgment and attachment Liens not giving rise to an Event of Default;

(16)    Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements;

(17)    Liens arising out of consignment or similar arrangements for the sale of goods;

(18)    any interest or title of a lessor in property subject to any Capital Lease Obligation or operating lease;

(19)    statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen, construction and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith by appropriate proceedings, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

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

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(21)Liens securing Hedging Obligations that are otherwise permitted under this Note Purchase Agreement; provided that such Liens are subject to the provisions of the ABL Intercreditor Agreement and the New Notes Intercreditor Agreement;

(22)    leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Subsidiaries;

(23)    Liens arising from filing UCC or PPSA financing statements regarding leases_; 

(24)    Liens in favor of collecting or payer banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Parent Company or any Subsidiary on deposit with or in possession of such bank;

(25)    Liens to secure Non-Recourse Debt;

(26)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(27)    Liens (i) of a collection bank arising under the UCC or PPSA on items in the course of collection, (ii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other commodity or brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(28)    any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture of similar agreement;

(29)    Liens to secure any Permitted Refinancing Indebtedness (or successive Permitted Refinancing Indebtedness) which refinances as a whole, or in part, any Indebtedness secured by any Lien referred to in the foregoing clauses (2), (5), (6), (8), (9), (13) and (30); provided, however, that:

(a)    such new Lien shall be limited to all or part of the same property that secured or, under the written agreements pursuant to which the original Lien arose, would have secured the original Lien (plus improvements and accessions to or on such property or proceeds or distributions thereof) and

(b)    the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of:

(i)    the outstanding principal amount (or, in the case of a refinancing of Designated Permitted Additional Pari Passu Revolving Commitments, if greater, committed amount) of the Indebtedness secured

Annex A-22

by Liens described under clause (2), (5), (6), (8), (9), (13) or (30), as applicable, at the time the original Lien became a Permitted Lien under this Note Purchase Agreement; and

(ii)    an amount necessary to pay any fees and expenses, including, without limitation, accrued interest and premiums, related to such Permitted Refinancing Indebtedness;

(30)    Liens on the Collateral granted under the Security Documents in favor of the Collateral Agent to secure the Notes and the Note Guarantees;

(31)    Liens in favor of credit card processors granted in the ordinary course of business;

(32)    Liens in favor of the Trustee or the Collateral Agent on all money or property held or collected by the Trustee or the Collateral Agent (except money or property held in trust to pay principal or interest on the Notes), to secure the payment of fees, costs, expenses and indemnification obligations payable to the Trustee or the Collateral Agent pursuant to the Note Purchase Documents;

(33)    Liens on property of any Unrestricted Subsidiary that becomes a Restricted Subsidiary pursuant to the terms of this Note Purchase Agreement; providedthat such Liens (x) were in existence prior to the contemplation of such conversion, (y) do not extend to any assets other than the assets of such Unrestricted Subsidiary and (z) do not secure Indebtedness; and

(34)    Liens not otherwise permitted by clauses (1) through (33) that are incurred in the ordinary course of business of the Parent Company or any Restricted Subsidiary of the Parent Company with respect to obligations that do not exceed $25 million at any one time outstanding.

“Permitted Refinancing Indebtedness” means any Indebtedness (which may include, for the avoidance of doubt, Indebtedness outstanding under any Designated Permitted Additional Pari Passu Revolving Commitments) of the Parent Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund other Indebtedness of the Parent Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(i)    the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable) (or, if greater in the case of Designated Permitted Additional Pari Passu Revolving Commitments, committed amount), plus accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased, discharged or refunded (plus the amount of reasonable expenses incurred in connection therewith including premiums paid, if any, to the holder thereof);

Annex A-23

(ii)    such Permitted Refinancing Indebtedness has a final maturity date either no earlier than the final maturity date of the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded or no earlier than 91 days following the maturity of the Notes, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded;

(iii)    if the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Noteholders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded; and

(iv)    such Indebtedness is incurred either by the Company, a Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded.

“Person” means any individual, corporation, company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business).

“PPSA” means the Personal Property Security Act (Ontario) and the regulations thereunder; provided, however, if validity, perfection and effect of perfection and non-perfection of the Collateral Agent’s Lien on any Collateral are governed by the personal property security laws of any Canadian jurisdiction other than Ontario, PPSA shall mean those personal property security laws (including the Civil Code of Quebec) in such other jurisdiction for the purposes of the provisions hereof relating to such validity, perfection and effect of perfection and non-perfection and for the definitions related to such provisions, as from time to time in effect.

“Principals” means the officers and directors of the Parent Company on the Issue Date, their Affiliates (as such term is defined under the Exchange Act) and the Parent Company’s and Company’s Employee Stock Ownership Plan and Trust.

“Related Party” with respect to any Principal means (i) any controlling shareholder, 80% or more owned Subsidiary, or spouse or immediate family member (in the case of an individual) of such Principal; or (ii) any trust, corporation, partnership or other entity, the beneficiaries, shareholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of such Principal and/or such other Persons referred to in the immediately preceding clause (i).

“Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and

Annex A-24

familiarity with the particular subject and who shall have direct responsibility for the administration of this Note Purchase Agreement.

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

“Restricted Subsidiary” means any Subsidiary of the Parent Company that is not an Unrestricted Subsidiary. The Company shall at all times be deemed to be a Restricted Subsidiary.

“SEC” means the Securities and Exchange Commission.

“Secured Party” has the meaning set forth in the Security Agreement.

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

“Security Agreement” means the pledge and security agreement, dated as of the Issue Date among the Collateral Agent, the Company and the Domestic Guarantors.

“Security Documents” means the Security Agreement, any mortgages, the Intercreditor Agreements and all of the security agreements, pledges, collateral assignments, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Collateral Agent for its benefit and for the benefit of the Noteholders, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

“Senior Priority Agent” means The Bank of New York Mellon, in its capacity as collateral agent for the holders of the Senior Priority Notes and any other Senior Priority Obligations, and its successors in such capacity pursuant to the ABL Intercreditor Agreement or the Junior Priority Intercreditor Agreement.

“Senior Priority Notes” means the Company’s 6.000% Senior Priority Secured Notes due 2019 issued on June 26, 2014 in an original aggregate principal amount equal to $540 million.

“Senior Priority Notes Indenture” means the Indenture, dated as of June 26, 2014, by and among the Company, the guarantors party thereto and The Bank of New York Mellon, as trustee and as the Senior Priority Agent, as the same may be amended, modified, supplemented, refinanced or replaced, in whole or in part, including any refinancing or replacement with one or more additional credit agreements, loan agreements, notes purchase agreements or indentures and whether with the same group of lenders or additional lenders.

“Senior Notes Priority Liens” means all Liens in favor of the Senior Priority Agent on Fixed Asset Priority Collateral securing the Senior Priority Obligations and any Permitted Additional Pari Passu Obligations.

“Senior Priority Obligations” means “Fixed Asset Obligations” as defined in the ABL Intercreditor Agreement.

Annex A-25

“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.

“Specified Indebtedness” means all Indebtedness that is subordinated to the Notes or the Note Guarantees, all Junior Priority Obligations, the Unsecured Notes and any Permitted Refinancing Indebtedness in respect of the foregoing.

“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 original 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.

“Subsidiary” means, with respect to any Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof). Unless specified otherwise, references to “Subsidiary” in this Note Purchase Agreement shall refer to a Subsidiary of the Parent Company.

“Subsidiary Guarantor” means any Restricted Subsidiary (other than the Company) that shall have guaranteed, pursuant to this Note Purchase Agreement, or a joinder hereto, and the requirements therefor set forth in this Note Purchase Agreement, the payment of all principal of, and interest and premium, if any, on the Notes and all other amounts payable under the Notes or this Note Purchase Agreement.

“Support Agreement” means the Support Agreement, dated as of May 10, 2016, by and among the Company, the Parent Company and the Purchaser Advisor, with respect to the transactions described herein to occur on the Issue Date.

“UCC” means the Uniform Commercial Code of New York (or other applicable jurisdiction).

“Unrestricted Subsidiary” means any Subsidiary of the Parent Company (other than the Company or a direct or indirect parent company of the Company) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution, but only to the extent that such Subsidiary:

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

(ii)is not a party to any agreement, contract, arrangement or understanding with the Parent Company or any Restricted Subsidiary unless the terms of any such

Annex A-26

agreement, contract, arrangement or understanding are no less favorable to the Parent Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent Company;

(iii)    is a Person with respect to which neither the Parent Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(iv)    does not guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of the Parent Company or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Parent Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.7 hereof, with a copy thereof sent by the Company to each Noteholder. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Note Purchase Agreement, the Parent Company shall promptly give written notice thereof to the Trustee, with a copy sent by the Company to each Noteholder, and any Indebtedness of such Subsidiary shall be deemed to beincurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.8 hereof, the Parent Company shall be in default of such covenant. The Board of Directors of the Parent Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedthat such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (i) such Indebtedness is permitted under Section 4.8 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default would be in existence following such designation.

“Unsecured Notes” means the Company’s (x) 11.50% Senior Notes due 2017, (y) 7.00% Exchangeable Senior Notes due 2017 and (z) the 7.00% Exchangeable Senior Notes due 2024, in each case, outstanding on the Issue Date after giving effect to the application of proceeds of the Notes as set forth herein.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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

Annex A-27

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted 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 and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

Other Definitions.

Term	Defined inSection
“7.0% Notes Purchase Agreement”	Recitals
“11.5% Notes Exchange”	Recitals
“ABL Amendment”	Recitals
“Affiliate Transaction”	4.11
“Allianz US”	Preamble
“Anti-Money Laundering Laws”	2.27
“Change of Control Offer”	4.5(a)
“Change of Control Payment”	4.5(a)
“Change of Control Payment Date”	4.5(b)
“Code”	2.25(e)
“Company”	Preamble
“Company Stock Plans”	2.30
“Consolidated Senior Secured Debt Ratio Calculation Date”	Annex A
“Debt Repayment Triggering Event”	2.11
“Enforceability Exceptions”	2.3
“Employee Benefit Plan”	2.25(a)
“ERISA”	2.25(a)
“ERISA Affiliate”	2.25(e)
“Existing Instrument Default”	2.11
“Existing Instrument Default”	2.11
“Event of Default”	6.1
“Environment”	2.24
“Environmental Laws”	2.24
“Fixed Charge Coverage Ratio Calculation Date”	Annex A
“Guaranty Joinder Agreement”	4.12
“HMT”	2.28
“incur”	4.8(a)
“Information”	9.19(b)
“Intellectual Property Rights”	2.13
“Material Adverse Change”	2.7
“Materials of Environmental Concern”	2.24
“Mortgage”	4.19(a)
“Mortgage Policies”	4.19(c)
“Multiemployer Plan”	2.25(b)
“Note Purchase Agreement”	Preamble

Annex A-28

Term	Defined inSection
“OFAC”	2.28
“Offer”	4.20
“Offer Amount”	4.20(a)
“Offer Period”	4.20(a)
“Offering Memorandum”	Recitals
“Other Debt”	4.6
“Parent Company”	Preamble
“Paying Agent”	1.5
“Payment Default”	6.1(e)
“Perfection Certificate”	1.3(a)(vi)
“Permitted Debt”	4.8(b)
“Plan”	3.7
“Purchase Date”	4.20(a)
“Purchaser”	Preamble
“Purchaser Advisor”	Preamble
“Registrar”	1.5
“Required Exchangeable Notes Purchase”	Recitals
“Restricted Payments”	4.7(d)
“Release”	2.24
“Sanctioned Country”	2.28
“Sanctions”	2.28
“Sarbanes-Oxley Act”	2.20
“Solvent”	2.19
“Stock Options”	2.30
“Transfer Documentation”	9.5(c)
“Trustee”	Preamble
“U.S.A. Patriot Act”	7.12
“UNSC”	2.28

Annex A-29

EXHIBIT A

[FORM OF NOTE]

CUSIP: 15671B AP6

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY BE TRANSFERRED ONLY PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION PROVISIONS

CENVEO CORPORATION

4% Senior Secured Note due 2021

[____], 20[__]

Subject to the terms and conditions of this Note (this “Note”), for good and valuable consideration received, Cenveo Corporation, a Delaware corporation (the “Company”), promises to pay to __________ (the “Noteholder”), the principal amount of _________ U.S. dollars ($___________), together with interest accrued on the unpaid principal amount outstanding under this Note, from time to time, from the date hereof until paid in full at the rate of four percent (4%) per annum (the “Interest Rate”), payable on the terms set forth in Section 2 herein.

This Note is issued pursuant to the Indenture and Note Purchase Agreement, dated as of June 10, 2016 (as from time to time amended, the “Note Purchase Agreement”), between the Company, the Parent, the Guarantors, AllianzGI US High Yield Fund and Allianz Income and Growth Fund, as purchasers, the other noteholders from time to time party thereto and The Bank of New York Mellon, as trustee and collateral agent, and is entitled to the benefits thereof. Unless otherwise defined herein, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

The obligations of the Company under this Note are (i) secured by the Security Agreement, and (ii) guaranteed by the Guarantors.

1.    Certain Definitions. Unless the context otherwise requires, as used in this Note, the following terms will have the following meanings:

(a)    “Adjusted Principal Balance” means, at any time, the entire principal balance under this Note then outstanding plus accrued interest and fees then due and payable.

(b)    “Maturity Date” means December 10, 2021;providedthat if the Company has not, prior to May 2, 2019, purchased, redeemed, defeased or otherwise refinanced the Senior Priority Notes, such that no more than $10 million of the Senior Priority Notes remains outstanding, with cash on hand and/or proceeds of indebtedness permitted to be incurred under the Note Purchase Agreement, then the Maturity Date shall instead be May 2, 2019.

Exhibit A-1

2.    Maturity, Payment of Interest and Prepayment.

(a)    The Adjusted Principal Balance will be due and payable in full on the Maturity Date.

(b)    The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year of twelve 30‑day months) at the Interest Rate stated above from the date hereof until the payment in full of the Adjusted Principal Balance, payable quarterly, on the last day of March, June, September and December in each year, commencing with the September next succeeding the date hereof, to the Noteholder of record on the fifteenth day of March, June, September and December, commencing with the September next succeeding the date hereof.

(c)    The Company may prepay this Note in whole or in part at any time without any premium or penalty.

(d)    Payments of principal and interest are to be made in lawful money of the United States of America to the Persons who are registered Noteholders at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Noteholders at their addresses set forth in the register of Noteholders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest on all Notes the holders of which shall have provided wire transfer instructions to the Company or the Paying Agent.

3.    Binding Effect; Assignment. This Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Note, nor any right, duty or obligation hereunder, may be assigned by the Company without the prior written consent of Noteholder. Noteholder may transfer its rights and obligations hereunder; provided that any such transfer shall be subject to satisfaction of the terms and conditions set forth in Section 9.5 of the Note Purchase Agreement. Any purported transfer in violation of the Note Purchase Agreement will be null and void ab initio. References to a party in this Note also refer to such party’s successors and permitted assigns.

4.    Waiver and Amendment. No provision of this outstanding Note shall be waived, amended or modified without the written consent of the Company and the Noteholder, except as provided in Section 9.4 of the Note Purchase Agreement.

5.    Lost Documents. Upon receipt by the Company and the Trustee of evidence and indemnity satisfactory to each of them of the loss, theft, destruction or mutilation of, and upon surrender and cancellation of this Note, if mutilated, the Company will make and deliver in lieu of this Note a new note of the same series and of like tenor and unpaid principal amount and dated as of the date to which interest, if any, has been paid on the unpaid principal amount of this Note.

6.    Severability. If any provision of this Note becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such

Exhibit A-2

provision in its entirety, to the extent necessary, shall be severed from this Note, and such court will replace such illegal, void or unenforceable provision of this Note with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Note shall be enforceable in accordance with its terms.

7.    Note Purchase Documents. The parties hereto are entitled to all of the benefits, and subject to all of the limitations, provided in the Note Purchase Documents, which are hereby incorporated herein by reference as though set forth herein in their entirety.

8.    Governing Law; Submission to Jurisdiction; Waiver of Jury Trial, Etc.

(a)    Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)    Submission to Jurisdiction; Waiver of Venue. THE COMPANY AND THE NOTEHOLDER EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE PURCHASE AGREEMENT OR ANY OTHER NOTE PURCHASE DOCUMENT (OTHER THAN AS PROVIDED IN ANY MORTGAGE OR OTHER SECURITY DOCUMENT WITH RESPECT TO ITSELF), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. THE COMPANY AND THE NOTEHOLDER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE PURCHASE AGREEMENT OR ANY OTHER NOTE PURCHASE DOCUMENT IN ANY COURT REFERRED TO ABOVE. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c)    Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.3 of the Note Purchase Agreement and agrees that nothing in this Note or any other Note Purchase Document will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Exhibit A-3

(d)    WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, ANY OTHER NOTE PURCHASE DOCUMENT, OR THE TRANSACTION CONTEMPLATED HEREBY.

9.    CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice.

[Remainder of Page Intentionally Blank]

Exhibit A-4

IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the day and year as first written above.

CENVEO CORPORATION

By: ____________________________

Name:    

Title:    

Exhibit A-5

Signature Page to 4% Senior Secured Note due 2021 (CUSIP: 15671B AP6) – [insert name of noteholder] (US$[insert dollar amount])

This is one of the
Notes referred to in the
within-mentioned Note Purchase Agreement:

THE BANK OF NEW YORK MELLON
as Trustee

Dated: ___________________________

By:    ____________________________    Authorized Signatory

Exhibit A-6

Signature Page to Trustee Certificate of Authentication for the 4% Senior Secured Note due 2021 (CUSIP: 15671B AP6) – [insert name of noteholder] (US$[insert dollar amount])

EXHIBIT B

[FORM OF GUARANTY JOINDER AGREEMENT]

GUARANTY JOINDER AGREEMENT

[Name of New Guarantor]

[Address of New Guarantor]

[Date]

Ladies and Gentlemen:

Reference is made to (i) the Indenture and Note Purchase Agreement, dated as of June 10, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement), among Cenveo Corporation, a Delaware corporation (the “Company”), Cenveo, Inc., a Colorado corporation (“Holdings”), each other Subsidiary of Holdings named therein and from time to time party thereto (all such Subsidiaries, together with Holdings, each a “Guarantor” and, collectively, the “Guarantors”), AllianzGI US High Yield Fund and Allianz Income and Growth Fund, as purchasers, each other Noteholder (as defined therein) from time to time party thereto and The Bank of New York Mellon, as trustee and as collateral agent, and (ii) the Intercreditor Agreements.

This agreement (this “Guaranty Joinder Agreement”) supplements the Agreement and the Intercreditor Agreements and is delivered by the undersigned, [                         ] (the “New Guarantor”), pursuant to Section 4.12 of the Agreement and as permitted under each Intercreditor Agreement, respectively. The New Guarantor hereby agrees to be bound as a Guarantor under the Agreement and the Intercreditor Agreements by all of the terms, covenants and conditions set forth in the Agreement and the Intercreditor Agreements, respectively, to the same extent that it would have been bound if it had been a signatory to the Agreement on the date of the Agreement and the Intercreditor Agreements on the date of the Intercreditor Agreements, respectively. Without limiting the generality of the foregoing, the New Guarantor hereby (i) jointly and severally, unconditionally guarantees to each Noteholder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Agreement, the Notes or the obligations of the Company thereunder, that: (a) the principal of, premium and interest on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Noteholder or the Trustee under the Agreement and the Notes shall

Exhibit B-1

be promptly paid in full or performed, all in accordance with the terms of the Agreement and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise and (ii) expressly assumes all obligations and liabilities of a Guarantor under the Agreement and the Intercreditor Agreements. The New Guarantor hereby agrees to each of the covenants applicable to the Guarantors contained in the Agreement and the Intercreditor Agreements.

This Guaranty Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

THIS GUARANTY JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signatures follow]

Exhibit B-2

IN WITNESS WHEREOF, the New Guarantor has caused this Guaranty Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

[NEW GUARANTOR]

By:    
Name:
Title:

AGREED TO AND ACCEPTED:

THE BANK OF NEW YORK MELLON,

as Trustee and as Collateral Agent

By:
Name:
Title:

Exhibit B-3

EXHIBIT C

[FORM OF ASSIGNMENT]

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

______________________________________________________________________________________________    

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

_______________________________________________________________________________________________

______________________________________________________________________________________________

_______________________________________________________________________________________________

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

and irrevocably appoint     ________________________________________________________

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

Date:_____________

Your Signature:

(Sign exactly as your name

appears on the face of this Note)

Signature Guarantee:     _______________________

Exhibit C-1

EXHIBIT D

[FORM OF CERTIFICATE OF TRANSFER]

CERTIFICATE OF TRANSFER

Cenveo Corporation
c/o Cenveo, Inc.
200 First Stamford Place, 2^nd Floor
Stamford, Connecticut 06902

The Bank of New York Mellon

101 Barclay Street, Floor 7 East
New York, New York 10286

Telecopier No: (212) 815-5704
Attention: Corporate Trust Administration

Re: 4% Senior Secured Notes due 2021

Reference is hereby made to the Indenture and Note Purchase Agreement, dated as of June 10, 2016 (the “Note Purchase Agreement”), among Cenveo Corporation (the “Company”), Cenveo, Inc., the other Guarantors named therein, the Purchasers named therein, the other Noteholders from time to time party thereto and The Bank of New York Mellon, as trustee (the “Trustee”) and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Note Purchase Agreement.

________________ (the “Transferor”) owns and proposes to transfer its Notes[s] or interest in such Note[s] in the principal amount of $________ (the “Transfer”) to __________ (the “Transferee”). In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.oCheck if Transferee will take delivery of a 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 Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States and other jurisdictions. Upon consummation of the proposed Transfer in accordance with the terms of the Note Purchase Agreement, the transferred Note will be subject to the restrictions on transfer in the Note Purchase Agreement and the Securities Act.

2.    oCheck if Transferee will take delivery of a Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the

Exhibit D-1

-2-

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 any 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 Note Purchase Agreement, the transferred Note will be subject to the restrictions on transfers enumerated in the Note Purchase Agreement and the Securities Act.

3.    oCheck if Transferee will take delivery of a 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 the Note 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)    osuch Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

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

(c)    osuch 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)     osuch Transfer is being effected (i) to a Person that the Transferor reasonably believes and believed is an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and (ii) 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 the Notes and the requirements of the exemption claimed, which certification is supported by a certificate executed by the Transferee in the form of Exhibit E to the Note Purchase Agreement. Upon consummation of the proposed transfer in accordance with the terms of the Note Purchase Agreement, the transferred Note will be subject to the restrictions on transfer enumerated in the Note Purchase Agreement and the Securities Act.

For purposes of compliance with Section 9.5(c) of the Note Purchase Agreement, the Transferor further advises the Company and the Trustee that:

[CHECK ALL THAT APPLY]

Exhibit D-2

-3-

1.oCheck if Transferee is the Purchaser Advisor or any of its Affiliates or Managed Funds. Transferor hereby certifies that (check one):

(a)    othe Transfer is in respect of Notes with a denomination of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; or

(b)    othe Transfer is in respect of Notes with a denomination of not less than $1,000,000 or an integral multiple thereof and, after giving effect to such Transfer, the Purchase Advisor and its Affiliates and Managed Funds, collectively, hold no more than five (5) Notes that have a denomination of less than $5,000,000.

2.oCheck if Transferee is not the Purchaser Advisor or an Affiliate or Managed Fund of the Purchaser Advisor. Transferor hereby certifies that the Transfer is in respect of Notes with a denomination of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

For purposes of Section 1.10 of the Note Purchase Agreement and the definition of “Majority Noteholders”, the Transferor further advises the Company and the Trustee that:

[CHECK ALL THAT APPLY]

1.oCheck if Transferee is the Company, any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor.

2.oCheck if Transferee is not, to the Transferor’s knowledge, the Company, any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor.

Exhibit D-3

-4-

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

[Insert Name of Transferor]

By:
Name:
Title:

Signature Guarantee: ___________________

Dated:__________, ____

Exhibit D-4

EXHIBIT E

[FORM OF CERTIFICATE FROM ACQUIRING ACCREDITED INVESTOR]

CERTIFICATE FROM
ACQUIRING ACCREDITED INVESTOR

Cenveo Corporation
c/o Cenveo, Inc.
200 First Stamford Place, 2^nd Floor
Stamford, Connecticut 06902

The Bank of New York Mellon

101 Barclay Street, Floor 7 East
New York, New York 100286

Telecopier No: (212) 815-5704
Attention: Corporate Trust Administration

Re: 4% Senior Secured Notes due 2021

Reference is hereby made to the Indenture and Note Purchase Agreement, dated as of June 10, 2016 (the “Note Purchase Agreement”), among Cenveo Corporation (the “Company”), Cenveo, Inc., the other Guarantors named therein, the Purchasers named therein, the other Noteholders from time to time party thereto and The Bank of New York Mellon, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Note Purchase Agreement.

In connection with our proposed purchase of $__________ aggregate principal amount of the Notes, we confirm that:

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

2.    we understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S

Exhibit E-1

-2-

under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein;

3.    we understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you the Transfer Documentation referred to in the Note Purchase Agreement;

4.    we are an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment;

5.    we are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an “accredited investor”) as to each of which we exercise sole investment discretion; and

6.    we are not, and will not transfer the Notes to, an entity holding “plan assets,” within the meaning of 29 C.F.R. 2510.3-101, of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”) or any “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or (2) our purchase and holding of the Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or any substantially similar applicable law).

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

[Insert Name of Accredited Investor]

By: Name:
Title:

Signature Guarantee: __________________

Dated:    __________, ____

Exhibit E-2

EXHIBIT F

[FORM OF JOINDER AGREEMENT]

NOTEHOLDER JOINDER AGREEMENT

[Name of New Noteholder]

[Address of New Noteholder]

[Facsimile Number of New Noteholder for Notices]

[Email Address of New Noteholder for Notices]

[Date]

Ladies and Gentlemen:

Reference is made to the Indenture and Note Purchase Agreement, dated as of June 10, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement), among Cenveo Corporation, a Delaware corporation (the “Company”), Cenveo, Inc., a Colorado corporation (“Holdings”), each other Subsidiary of Holdings named therein and from time to time party thereto (all such Subsidiaries, together with Holdings, each a “Guarantor” and, collectively, the “Guarantors”), AllianzGI US High Yield Fund and Allianz Income and Growth Fund, as purchasers, each other Noteholder (as defined therein) from time to time party thereto and The Bank of New York Mellon, as trustee and as collateral agent.

This agreement (this “Noteholder Joinder Agreement”) supplements the Agreement and is delivered by the undersigned, [                         ] (the “New Noteholder”), pursuant to Section 9.5(c) of the Agreement. Effective as of the date the Trustee authenticates the New Noteholder’s Note in accordance with Section 9.5(e) of the Agreement, the New Noteholder, for the benefit of the Trustee, the Collateral Agent, the Company and the Guarantors: (i) hereby accedes to and joins as a party to the Agreement, with the same effect as if it had been an original Noteholder party thereto, (ii) makes and agrees to be bound by each of the undertakings and agreements of the Noteholders set forth in the Agreement, (iii) hereby accepts each of the rights and benefits extended by the Agreement to the Noteholders on the terms and subject to the conditions and limitations set forth in the Agreement and (iv) shall be a Noteholder for all purposes of the Agreement and the other Note Purchase Documents.

THIS NOTEHOLDER JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signatures follow]

Exhibit F-1

IN WITNESS WHEREOF, the New Noteholder has caused this Noteholder Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

[NEW NOTEHOLDER]

By:    
Name:
Title:

Exhibit F-1

SCHEDULE I

ALLOCATIONS

Purchaser	Allocation
AllianzGI US High Yield Fund		US$25,000,000
Allianz Income and Growth Fund		US$25,000,000
TOTAL		US$50,000,000

Schedule I-1

SCHEDULE II

SUBSIDIARIES WITH MATERIAL BUSINESS OPERATIONS

1. Discount Labels, LLC

2. Rx Technology Corp.

3. Cadmus Journal Services, Inc.

4. Port City Press, Inc.

5. Cenveo CEM, Inc.

6. Madison/Graham ColorGraphics, Inc.

7. Commercial Envelope Manufacturing Co. Inc.

8. Envelope Product Group, LLC

9. Lightning Labels, LLC

10. Nashua Corporation

Schedule II-1

EX-4.6

Exhibit 4.6

EXECUTION VERSION

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of June 10, 2016 and entered into by and among Cenveo, Inc., a Colorado corporation (“Holdings”), Cenveo Corporation, a Delaware corporation (the “Borrower”), certain other subsidiaries of Holdings that become party hereto from time to time as Guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent for the holders of the Senior Priority Obligations (as defined below) (together with its permitted successors and assigns, the “Senior Priority Collateral Agent”), and The Bank of New York Mellon, as collateral agent for the holders of the Junior Priority Obligations (as defined below) (together with its permitted successors and assigns, the “Junior Priority Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below or, if not otherwise defined, the Revolving Credit Agreement (as such term is defined below) or, if not otherwise defined in Section 1 below or in the Revolving Credit Agreement, the Junior Priority Note Purchase Agreement (as such term is defined below).

RECITALS

The Borrower, Holdings, the lenders and agents party thereto and the Senior Priority Collateral Agent have entered into that certain asset-based revolving credit agreement, dated as of April 16, 2013, providing a revolving credit and letter of credit facility to the Borrower (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Revolving Credit Agreement”);

The Borrower, the Guarantors, the noteholders party thereto, The Bank of New York Mellon, as trustee, and the Junior Priority Collateral Agent, as collateral agent, are party to an indenture and note purchase agreement governing the Junior Priority Notes (as defined below), dated as of the date hereof (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Junior Priority Note Purchase Agreement”);

Each of the Senior Priority Collateral Agent and the Junior Priority Collateral Agent desires to agree to the relative priority of its respective Liens on the Collateral and certain other rights, priorities and interests as set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions.

1.1.    Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

“ABL Intercreditor Agreement” means the Intercreditor Agreement, dated as of June 26, 2014, as amended by Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, by and among the Senior Priority Collateral Agent, the Junior Priority Collateral Agent, the Fixed Asset Collateral Agent (as defined therein) and the Grantors.

“Affiliate” means, as applied to any Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, the Person specified. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agreement” means this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means each of the Bankruptcy Code, any similar federal, state, provincial, territorial or foreign laws, rules or regulations for the relief of debtors or any reorganization, insolvency, moratorium or assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Person and any similar laws, rules or regulations relating to or affecting the enforcement of creditors’ rights generally.

“Borrower” has the meaning given to such term in the Preamble of this Agreement.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Senior Priority Collateral Agent’s office is located, the state where the Junior Priority Collateral Agent’s principal corporate trust office is located, Stamford, Connecticut or New York, New York.

“Canadian Grantor” means any Grantor that is organized under the law of Canada or any province or territory thereof.

“Claimholders” means, collectively, the Senior Priority Claimholders and the Junior Priority Claimholders.

“Collateral” means all of the assets and property now owned or at any time hereafter acquired by any Grantor, whether real, personal or mixed, constituting Senior Priority Collateral and/or Junior Priority Collateral.

“Collateral Agents” means, collectively, (i) the Senior Priority Collateral Agent and (ii) the Junior Priority Collateral Agent.

“Collateral Enforcement Action” means, collectively or individually for one or more of the Collateral Agents, when a Senior Priority Default or a Junior Priority Default, as the case may be, has occurred and is continuing, whether or not in consultation with any other Collateral Agent, any action by any Collateral Agent to repossess or join any Person in repossessing, or exercise or join any Person in exercising, or institute or maintain or participate in any action or proceeding with respect to, any remedies with respect to any Collateral or commence the judicial enforcement of any of the rights and remedies under the Credit Documents or under any applicable law, but in all cases (i) including, without limitation, (a) instituting or maintaining, or joining any Person in instituting or maintaining, any enforcement, contest, protest, attachment, collection, execution, levy or foreclosure action or proceeding with respect to any Collateral, whether under any Credit Document or otherwise, (b) exercising any right of set-off with respect to any Credit Party or (c) exercising any remedy under any Deposit Account Control Agreement (as defined in the Revolving Credit Agreement), Dominion Account (as defined in the Revolving Credit

2

Agreement), Landlord Lien Waiver and Access Agreement (as defined in the Revolving Credit Agreement) or similar agreement or arrangement and (ii) excluding the imposition of a default rate or late fee.

“Contingent Obligations” means at any time, any indemnification or other similar contingent obligations which are not then due and owing at the time of determination.

“Credit Documents” means, collectively, the Senior Priority Documents and the Junior Priority Documents.

“Credit Party” means each Senior Priority Credit Party and each Junior Priority Credit Party.

“Deposit Account” as defined in the UCC (or, with respect to any Canadian Grantor, the meaning given to the term “account” in the PPSA).

“DIP Financing” has the meaning assigned to that term in Section 6.1.

“Discharge of Junior Priority Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a)payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Junior Priority Documents and constituting Junior Priority Obligations;

(b)payment in full in cash of all other Junior Priority Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(c)termination or expiration of all commitments, if any, to extend credit that would constitute Junior Priority Obligations.

“Discharge of Priming Senior Priority Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a)payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Senior Priority Documents and constituting Priming Senior Priority Obligations;

(b)payment in full in cash of all other Priming Senior Priority Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time);

(c)termination or expiration of all commitments, if any, to extend credit that would constitute Priming Senior Priority Obligations; and

(d)termination of all letters of credit issued under the Senior Priority Documents and constituting Priming Senior Priority Obligations or providing cash collateral or backstop letters of credit reasonably acceptable to the Senior Priority Collateral Agent in an amount equal to 103%

3

of the applicable outstanding reimbursement obligation (in a manner reasonably satisfactory to the Senior Priority Collateral Agent).

“Disposition” has the meaning assigned to that term in Section 5.1(b).

“Excess Senior Priority Obligations” means, collectively, (a) the portion (if any) of the principal of Indebtedness outstanding under the Senior Priority Documents and the undrawn amount of all letters of credit issued under the Senior Priority Documents that is in excess of the Maximum Senior Priority Principal Amount, (b) the portion of interest and letter of credit fees, unused line fees or other fees on account of such portion of the Indebtedness and letters of credit described in clause (a) of this definition and (c) the portion of interest on any Priming Senior Priority Obligations to the extent in excess of the Interest Rate Cap. For the avoidance of doubt, (i) interest (subject to the Interest Rate Cap) and fees in respect of Priming Senior Priority Obligations, (ii) costs, expenses and indemnities required to be paid or reimbursed pursuant to the Senior Priority Documents and (iii) bank product and hedging obligations constituting Secured Bank Product Obligations (as defined in the Revolving Credit Agreement) shall in no event constitute Excess Senior Priority Obligations.

“Grantors” means the Borrower, Holdings, each other Guarantor and each other Person that has or may from time to time hereafter execute and deliver a Junior Priority Collateral Document or a Senior Priority Collateral Document as a “grantor” or “pledgor” (or the equivalent thereof).

“Guarantor” means, collectively, each “Guarantor” as defined in the Junior Priority Note Purchase Agreement and the Revolving Credit Agreement.

“Holdings” has the meaning set forth in the Preamble to this Agreement.

“Indebtedness” means “Indebtedness” within the meaning of the Junior Priority Note Purchase Agreement or the Revolving Credit Agreement, as applicable.

“Insolvency or Liquidation Proceeding” means:

(a)any voluntary or involuntary case or proceeding under the Bankruptcy Code or any other Bankruptcy Law with respect to any Grantor;

(b)any other voluntary or involuntary insolvency, reorganization, winding-up or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets (other than any merger, amalgamation, arrangement, consolidation, liquidation, windup or dissolution not involving bankruptcy that is expressly permitted pursuant to the terms of each Revolving Credit Agreement and the Junior Priority Note Purchase Agreement);

(c)any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (other than any merger, amalgamation, arrangement, consolidation, liquidation, windup or dissolution not involving bankruptcy that is expressly permitted pursuant to the terms of the Revolving Credit Agreement and the Junior Priority Note Purchase Agreement);

(d)any case or proceeding seeking arrangement, adjustment, protection, relief or composition of any debt or other property of any Grantor;

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(e)any case or proceeding seeking the entry of an order of relief or the appointment of a custodian, receiver, interim receiver, monitor, trustee or other similar proceeding with respect to any Grantor or any property or Indebtedness of any Grantor; or

(f)any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Grantor.

“Interest Rate Cap” has the meaning assigned to that term in Section 5.3(b)(2).

“Junior PriorityClaimholders” means, at any relevant time, the holders of Junior Priority Obligations at that time, including the Junior Priority Collateral Agent.

“Junior Priority Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, that is or is intended under the terms of the Junior Priority Collateral Documents to be subject to Liens in favor of the Junior Priority Collateral Agent for the benefit of the Junior Priority Secured Parties.

“Junior Priority Collateral Agent” has the meaning set forth in the Preamble to this Agreement and shall include any successor thereto as well as any Person designated as the “Junior Priority Collateral Agent,” “Notes Collateral Agent” or “Collateral Agent” under the Junior Priority Note Purchase Agreement.

“Junior Priority Collateral Documents” means the Junior Priority Security Agreement, the Junior Priority Mortgages, all other “Security Documents” as defined in the Junior Priority Note Purchase Agreement and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection with the Junior Priority Note Purchase Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Junior Priority Credit Parties” means the Borrower, Holdings, the other Guarantors and each other direct or indirect subsidiary or parent of Holdings or any of its Affiliates that is now or hereafter becomes a party to any Junior Priority Document.

“Junior Priority Default” means an “Event of Default” or equivalent term (as defined in any of the Junior Priority Documents).

“Junior PriorityDocuments” means the Junior Priority Note Purchase Agreement, the Junior Priority Notes, the Junior Priority Collateral Documents and those other ancillary agreements as to which the Junior Priority Collateral Agent or any other Junior Priority Secured Party is a party or a beneficiary (including any intercreditor or joinder agreements) and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any Junior Priority Credit Party or any of its respective subsidiaries or Affiliates, and delivered to the Junior Priority Collateral Agent or any Junior Priority Claimholder, in connection with any of the foregoing or any Junior Priority Document, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Junior Priority Enforcement Date” means, with respect to the Junior Priority Collateral Agent, the date which is 180 days after the occurrence of both (i) a Junior Priority Default and (ii) the Senior Priority Collateral Agent’s receipt of written notice from the Junior Priority Collateral Agent that (x) the Junior Priority Collateral Agent is the Collateral Agent under the Junior Priority Documents and that a Junior Priority Default has occurred and is continuing and (y) except with respect

5

to a Junior Priority Default that constitutes a payment default with respect to the Junior Priority Obligations, the Junior Priority Obligations are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the Junior Priority Note Purchase Agreement; provided that the Junior Priority Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred (1) at any time the Senior Priority Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to all or substantially all of the Senior Priority Collateral or, with respect to any Fixed Asset Priority Collateral (as defined in the ABL Intercreditor Agreement), is stayed from such enforcement action pursuant to the ABL Intercreditor Agreement or (2) with respect to any individual Grantor and the Collateral owned by such Grantor, at any time such Grantor is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Junior Priority Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Junior Priority Obligations or (except for this Agreement) under which rights or remedies with respect to any such Liens are governed.

“Junior PriorityNotes” means (a) the initial $50,000,000 in aggregate principal amount 4% Senior Secured Notes due 2021 issued by the Borrower pursuant to the Junior Priority Note Purchase Agreement and (b) any additional notes issued under the Junior Priority Note Purchase Agreement by the Borrower, to the extent permitted by the Junior Priority Note Purchase Agreement and the Revolving Credit Agreement, in each case, including, for the avoidance of doubt, any Indebtedness incurred or issued by the Borrower that Refinances any of the foregoing.

“Junior Priority Note Purchase Agreement” has the meaning given to such term in the recitals of this Agreement including, for the avoidance of doubt, any Refinancing of the Junior Priority Note Purchase Agreement in effect on the Issue Date.

“Junior Priority Obligations” means all “Note Obligations” (as such term is defined in the Junior Priority Note Purchase Agreement) and other obligations of every nature of each Grantor from time to time owed to any Junior Priority Claimholder under the Junior Priority Documents, whether for principal, interest, fees, expenses, indemnification or otherwise. “Junior Priority Obligations” shall include all Post-Petition Interest with respect to the Indebtedness under the Junior Priority Documents.

“Junior Priority Secured Parties” means the Secured Parties (as defined in the Junior Priority Security Agreement).

“Junior Priority Security Agreement” means the Senior 4% Secured Notes Pledge and Security Agreement, dated as of the date hereof, among the Borrower, each of the other grantors from time to time party thereto and the Junior Priority Collateral Agent, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Maximum Senior Priority Principal Amount” means, at any time, (a) an aggregate principal amount of $190,000,000 (which amount may include, for the avoidance of doubt, customary

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protective advances and overadvances constituting Protective Advances or Overadvances (in each case, as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement and DIP Financing (if any) provided by the Senior Priority Claimholders) plus (b) an additional aggregate principal amount of up to $20,000,000, solely to the extent consisting of customary protective advances and overadvances constituting Protective Advances or Overadvances under the Revolving Credit Agreement and DIP Financing (if any) provided by the Senior Priority Claimholders.

“New Agent” has the meaning assigned to that term in Section 5.5.

“New Debt Notice” has the meaning assigned to that term in Section 5.5.

“Obligations” means the Senior Priority Obligations and the Junior Priority Obligations.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledged Collateral” has the meaning set forth in Section 5.4(a).

“Post-Petition Interest” means interest, fees, expenses and other charges that pursuant to the Junior Priority Documents or the Senior Priority Documents, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable under applicable the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.

“PPSA” means thePersonal Property Security Act (Ontario), including the regulations thereto, provided that if perfection or the effect of perfection or non-perfection or the priority of any Lien created under any of the Credit Documents on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than the Province of Ontario, “PPSA” means the Personal Property Security Act or such other applicable legislation (including the Civil Code (of Quebec)) in effect from time to time in such other jurisdiction in Canada for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Priming Senior Priority Obligations” means all Senior Priority Obligations other than Excess Senior Priority Obligations. “Priming Senior Priority Obligations” shall include all Post-Petition Interest with respect to the Indebtedness under the Senior Priority Documents, other than with respect to Indebtedness constituting Excess Senior Priority Obligations.

“Purchase Event” means the occurrence of any of the following: (a) the acceleration of all of the Priming Senior Priority Obligations in accordance with the terms of the applicable Senior Priority Documents governing the terms thereof, (b) the commencement of an Insolvency or Liquidation Proceeding with respect to the Borrower or any Significant Subsidiary (as such term is defined in the Junior Priority Note Purchase Agreement), or (c) the commencement of the exercise of remedies with respect to a material portion of the Collateral by the Senior Priority Collateral Agent.

“Qualifying Cash Collateral Use or DIP Financing” means any Cash Collateral use or DIP Financing to the extent (a) that the Junior Priority Collateral Agent retains its Liens with respect to the Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) with the relative priorities (as between the Junior Priority Claimholders and the Senior Priority Claimholders) set forth in Section 2.1, (b) as to Collateral acquired by the applicable

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Grantor after the commencement of an Insolvency or Liquidation Proceeding (excluding proceeds of Collateral existing prior to the commencement of such Insolvency or Liquidation Proceeding), either (i) neither the Senior Priority Claimholders nor the Junior Priority Claimholders obtain a Lien with respect to such Collateral, or (ii) if a Lien with respect to such Collateral is granted to secure any Senior Priority Obligations, then the Junior Priority Collateral Agent obtains a Lien with respect to such Collateral with the relative priorities (as between the Junior Priority Claimholders and the Senior Priority Claimholders) set forth in Section 2.1, (c) with respect to any DIP Financing, the principal amount of such DIP Financing, together with the aggregate outstanding principal amount of loans and unreimbursed drawings under letters of credit under the Senior Priority Documents as of the date of the commencement of such Insolvency or Liquidation Proceeding, does not exceed the Maximum Senior Priority Principal Amount, (d) in the case of any “roll-up” of the Priming Senior Priority Obligations into any DIP Financing, the interest rate with respect to the principal amount of the Priming Senior Priority Obligations subject to such “roll-up” does not exceed the Interest Rate Cap, (e) that the proposed Cash Collateral use or DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Cash Collateral order or DIP Financing documentation, as applicable, (f) that the proposed Cash Collateral order or DIP Financing documentation does not expressly require the sale of all or substantially all of the Collateral prior to a default under such order or documentation and (g) that the DIP Financing is otherwise subject to the terms of this Agreement.

“Recovery” has the meaning set forth in Section 6.4.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Revolving Credit Agreement” has the meaning assigned to that term in the Recitals to this Agreement, including, for the avoidance of doubt, any Refinancing of the Revolving Credit Agreement in effect on the date hereof.

“Revolving Security Agreement” means the Pledge and Security Agreement, dated as of April 16, 2013, among the Borrower, each of the other grantors from time to time party thereto and Bank of America, N.A., as collateral agent, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Securities Account” as defined in the UCC.

“Senior Priority Claimholders” means, at any relevant time, the holders of Senior Priority Obligations at that time, including the “Secured Parties” as defined in the Revolving Security Agreement.

“Senior Priority Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Senior Priority Obligations.

“Senior Priority Collateral Agent” has the meaning assigned to that term in the Preamble of this Agreement.

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“Senior Priority Collateral Documents” means the Security Documents and any other agreement, document or instrument pursuant to which a Lien is granted by any Grantor securing any Senior Priority Obligations or under which rights or remedies with respect to such Liens are governed.

“Senior Priority Credit Party” means each “Loan Party” as defined in the Revolving Credit Agreement.

“Senior Priority Default” means an “Event of Default” or equivalent term (as defined in any of the Senior Priority Documents).

“Senior Priority Documents” means the Revolving Credit Agreement and the other Loan Documents (as defined in the Revolving Credit Agreement), any agreements governing customary secured bank product or hedging obligations constituting Secured Bank Product Obligations (as defined in the Revolving Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other Senior Priority Obligation, and any other document or instrument executed or delivered at any time in connection with any Senior Priority Obligations, including any intercreditor or joinder agreement among holders of Senior Priority Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“Senior Priority Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Senior Priority Obligations or (except for this Agreement) under which rights or remedies with respect to any such Liens are governed.

“Senior Priority Obligations” means all “Obligations” (as defined in the Revolving Credit Agreement) and other obligations of every nature of each Grantor from time to time owed to any Senior Priority Claimholder or any other respective Affiliates under the Senior Priority Documents, whether for principal, interest, reimbursement of amounts drawn under letters of credit, fees, expenses, indemnification or otherwise. “Senior Priority Obligations” shall include all Post-Petition Interest with respect to the Indebtedness under the Senior Priority Documents.

“Senior Priority Secured Parties” means the Secured Parties (as defined in the Revolving Security Agreement).

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of any Collateral Agent’s or any secured party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect from time to time in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

1.2.    Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

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(a)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended in accordance with the terms of this Agreement (including in connection with any Refinancing);

(b)any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c)the words “herein,” “hereof’ and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d)all references herein to Sections shall be construed to refer to Sections of this Agreement;

(e)all references to terms defined in the UCC or the PPSA, as applicable, shall have the meaning ascribed to them therein (unless otherwise specifically defined herein); and

(f)the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 2.     Lien Priorities.

2.1.    Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Senior Priority Obligations granted on the Collateral or of any Liens securing the Junior Priority Obligations granted on the Collateral and notwithstanding any provision of any UCC, the PPSA or any other applicable law or the Senior Priority Documents or the Junior Priority Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the Senior Priority Obligations or Junior Priority Obligations or any other circumstance whatsoever, the Senior Priority Collateral Agent, on behalf of itself and the Senior Priority Claimholders and the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, hereby each agrees that:

(a)any Lien of the Senior Priority Collateral Agent on the Collateral securing or purporting to secure any Priming Senior Priority Obligations, whether now or hereafter held by or on behalf of the Senior Priority Collateral Agent or any Senior Priority Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Junior Priority Obligations;

(b)any Lien of the Junior Priority Collateral Agent on the Collateral securing or purporting to secure any Junior Priority Obligations, whether now or hereafter held by or on behalf of the Junior Priority Collateral Agent, any Junior Priority Claimholder or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing or purporting to secure any Priming Senior Priority Obligations. All Liens on the Collateral securing or purporting to secure any Priming Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Junior Priority Obligations for all purposes, whether or not such Liens securing or purporting to secure any Priming Senior Priority Obligations are subordinated to any Lien

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securing any other obligation of the Borrower, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed; and

(c)any Lien of the Senior Priority Collateral Agent on the Collateral securing or purporting to secure any Excess Senior Priority Obligations, whether now or hereafter held by or on behalf of the Senior Priority Collateral Agent, any Senior Priority Claimholder or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing or purporting to secure any Junior Priority Obligations. All Liens on the Collateral securing or purporting to secure any Junior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Excess Senior Priority Obligations for all purposes, whether or not such Liens securing or purporting to secure any Junior Priority Obligations are subordinated to any Lien securing any other obligation of the Borrower, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

2.2.    Prohibition on Contesting Liens. The Junior Priority Collateral Agent, for itself and on behalf of each Junior Priority Claimholder, and the Senior Priority Collateral Agent, for itself and on behalf of each Senior Priority Claimholder for which it is acting hereunder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of, or the allowability of any claim asserted by or on behalf of, any of the Senior Priority Claimholders or any of the Junior Priority Claimholders in the Collateral, respectively, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any Junior Priority Claimholder or Senior Priority Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Obligations as provided in Sections 2.1 and 3.1.

2.3.    No New Liens.

(a)Until the Discharge of Priming Senior Priority Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that there shall be no Liens on any asset or property to secure any Junior Priority Obligation unless a Lien on such asset or property also secures the Senior Priority Obligations, and no Liens on any asset or property to secure any Senior Priority Obligation unless a Lien on such asset or property also secures the Junior Priority Obligations. If the Junior Priority Collateral Agent or any Junior Priority Claimholder shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Obligations that are not also subject to the Liens securing Senior Priority Obligations under the Senior Priority Collateral Documents, such Junior Priority Collateral Agent if a responsible officer of the Junior Priority Collateral Agent has actual knowledge thereof or Junior Priority Claimholder (i) shall notify the Senior Priority Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Priority Collateral Agent as security for the Senior Priority Obligations, shall, at the expense of such Grantor, assign such Lien to the Senior Priority Collateral Agent as security for the Senior Priority Obligations (but shall retain a lien in accordance with the relative priorities set forth in Section 2.1 on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Senior Priority Collateral Agent, shall be deemed to hold and have held such Lien for the benefit of the Senior Priority Collateral Agent as security for the Senior Priority Obligations. If the Senior Priority Collateral Agent or any Senior Priority Claimholder shall hold any Lien on any assets or property of any Grantor securing any Senior Priority Obligations that are not also subject to the Liens securing Junior Priority Obligations under the Junior

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Priority Collateral Documents, such Senior Priority Collateral Agent if a responsible officer of the Senior Priority Collateral Agent has actual knowledge thereof or Senior Priority Claimholder shall notify the Junior Priority Collateral Agent promptly upon becoming aware thereof and, unless and until such Grantor shall promptly grant a similar Lien on such assets or property to the Junior Priority Collateral Agent as security for the Junior Priority Obligations, shall, at the expense of such Grantor, be deemed to hold and have held such Lien for the benefit of the Junior Priority Collateral Agent as security for the Junior Priority Obligations. Neither the Junior Priority Collateral Agent nor the Senior Priority Collateral Agent shall have any liability in connection with this Section 2.3(a) except as a result of its gross negligence or willful misconduct.

(b)To the extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Junior Priority Obligation or any Senior Priority Obligation and a corresponding Lien is not granted to secure any of the Senior Priority Obligations or the Junior Priority Obligations, as applicable, without limiting any other rights and remedies available hereunder, the Junior Priority Collateral Agent, on behalf of the Junior Priority Claimholders, and the Senior Priority Collateral Agent, on behalf of the Senior Priority Claimholders, agree that any amounts received by or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

(c)Notwithstanding anything to the contrary in clauses (a) and (b) above, this Section 2.3 shall not be violated with respect to any Senior Priority Obligations if for any reason the Senior Priority Collateral Agent expressly declines to accept a Mortgage, or releases a Mortgage, on the Mortgaged Property owned by Envelope Product Group, LLC and located at Route 866, Williamsburg, PA 16693.

2.4.    Similar Liens and Agreements. The parties hereto agree that it is their intention that the Senior Priority Collateral and the Junior Priority Collateral be identical; provided that this provision will not be violated with respect to any Senior Priority Obligations if for any reason the Senior Priority Collateral Agent expressly declines to accept a Mortgage, or releases a Mortgage, on the Mortgaged Property owned by Envelope Product Group, LLC and located at Route 866, Williamsburg, PA 16693. In furtherance of the foregoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement:

(a)upon request by the Senior Priority Collateral Agent or the Junior Priority Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Senior Priority Collateral and the Junior Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Senior Priority Documents and the Junior Priority Documents; and

(b)that the Senior Priority Collateral Documents, taken as a whole, and the Junior Priority Collateral Documents, taken as a whole, shall be in all material respects the same forms of documents other than with respect to differences to reflect the nature of the financial arrangements and the relative lien priorities securing the Obligations thereunder.

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SECTION 3.     Enforcement.

3.1.Exercise of Remedies - Restrictions on Junior Priority Collateral Agent.

(a) Until the Discharge of Priming Senior Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Junior Priority Collateral Agent and the Junior Priority Claimholders:

(1)will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by the Senior Priority Collateral Agent or any Senior Priority Claimholder or any other exercise by the Senior Priority Collateral Agent or any Senior Priority Claimholder of any rights and remedies relating to the Collateral, whether under the Senior Priority Documents or otherwise;

(2)agree that, in exercising rights and remedies with respect to the Collateral, the Senior Priority Collateral Agent and the Senior Priority Claimholders may enforce the provisions of the Senior Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion; and

(3)except as may be permitted in Section 3.1(c), will not object to the forbearance by the Senior Priority Collateral Agent or any of the Senior Priority Claimholders from bringing or pursuing any Collateral Enforcement Action;

provided, however, that, in the case of clauses (1), (2) and (3) above, the Liens granted to secure the Junior Priority Obligations of the Junior Priority Claimholders shall attach to the Proceeds thereof subject to the relative priorities described in Section 2.

(b)    Until the earlier of (i) the occurrence of the Discharge of Priming Senior Priority Obligations and (ii) the Junior Priority Enforcement Date, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that (i) it will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of any right of setoff or any right under any lockbox agreement or any control agreement with respect to Deposit Accounts or Securities Accounts) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure) and (ii) the Senior Priority Collateral Agent and the Senior Priority Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith make determinations regarding the release, disposition, or restrictions with respect to the Collateral after a Senior Priority Default (including, without limitation, exercising remedies under Deposit Account Control Agreements and Dominion Accounts) without any consultation with or the consent of the Junior Priority Collateral Agent or any Junior Priority Claimholder; provided, however, that the Lien securing the Junior Priority Obligations shall remain on the Proceeds (other than those properly applied to the Senior Priority Obligations) of such Collateral released or disposed of subject to the relative priorities described in Section 2. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC or the PPSA and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that, until the occurrence of the Discharge of Priming Senior Priority Obligations, it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral.

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(c)     Notwithstanding the foregoing, the Junior Priority Collateral Agent and any Junior Priority Claimholder may:

(1)file a claim, proof of claim or statement of interest with respect to the Junior Priority Obligations that is not inconsistent with the relative lien priorities set forth in Section 2.1; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor;

(2)take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on any of the Collateral; provided that such action shall not be inconsistent with the terms of this Agreement;

(3)file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of the Junior Priority Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

(4)file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with or prohibited by the terms of this Agreement;

(5)vote on any plan of reorganization or similar dispositive proposed plan or arrangement, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement (including Section 6.7(c)), with respect to the Junior Priority Obligations and the Collateral; and

(6)from and after the Junior Priority Enforcement Date, exercise or seek to exercise any rights or remedies (including set-off) with respect to any Collateral in respect of any Junior Priority Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure);

The Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees that it will not take or receive any Collateral or any Proceeds of such Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any such Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the earlier of (i) the occurrence of the Discharge of Priming Senior Priority Obligations and (ii) the Junior Priority Enforcement Date, except as expressly provided in Section 3.1(a), Section 3.1(b) and this Section 3.1(c), the sole right of the Junior Priority Collateral Agent and the Junior Priority Claimholders with respect to the Collateral is to hold a Lien on such Collateral pursuant to the Junior Priority Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Priming Senior Priority Obligations has occurred. Except to the extent that the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement) had occurred, from and after the earlier to occur of (A) the occurrence of the Discharge of Priming Senior Priority Obligations and (ii) the Junior Priority Enforcement Date, the Senior Priority Collateral Agent agrees, upon the written direction of the Junior Priority Collateral Agent (acting upon the written direction of the Majority Noteholders), to send an Enforcement Notice (as defined in the ABL Intercreditor Agreement) to the Fixed Asset Collateral Agent (as defined in the ABL Intercreditor Agreement) pursuant to the terms of the ABL Intercreditor Agreement.

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(d)    Subject to Sections 3.1(a) and (c):

(1)the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that it will not, except as not prohibited herein, take any action that would hinder or otherwise interfere with any exercise of remedies under the Senior Priority Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

(2)the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, hereby waives any and all rights it or the Junior Priority Claimholders may have to object to the manner in which the Senior Priority Collateral Agent or the Senior Priority Claimholders seek to enforce or collect the Priming Senior Priority Obligations or the Liens on the Collateral securing the Priming Senior Priority Obligations granted in any of the Senior Priority Documents or undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Senior Priority Collateral Agent or Senior Priority Claimholders is adverse to the interest of the Junior Priority Claimholders; and

(3)the Junior Priority Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any of the Junior Priority Collateral Documents or any other Junior Priority Document shall be deemed to restrict in any way the rights and remedies of the Senior Priority Collateral Agent or the Senior Priority Claimholders with respect to the Collateral securing the Priming Senior Priority Obligations as set forth in this Agreement and the Senior Priority Documents.

(e)    The Junior Priority Collateral Agent and the Junior Priority Claimholders may exercise rights and remedies as unsecured creditors against any Grantor and may exercise rights and remedies with respect to the Collateral, in each case, in accordance with the terms of the Junior Priority Documents and applicable law except to the extent directly prohibited by the other provisions of this Agreement; provided, however, that in the event that any Junior Priority Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Junior Priority Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Senior Priority Obligations) as the other Liens securing the Junior Priority Obligations are subject to this Agreement.

(f)    Nothing in this Agreement shall prohibit the receipt by the Junior Priority Collateral Agent or any Junior Priority Claimholders of payments of interest, principal and other amounts owed in respect of the applicable Junior Priority Obligations so long as such receipt is not the direct or indirect result of the exercise by the Junior Priority Collateral Agent or any Junior Priority Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement of any Lien held by any of them, in each case in contravention of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Senior Priority Collateral Agent or the Senior Priority Claimholders may have against the Grantors in respect of the Priming Senior Priority Obligations under the Senior Priority Documents.

Section 4.     Payments.

4.1.    Application of Proceeds. Subject to the ABL Intercreditor Agreement, so long as the Discharge of Priming Senior Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by the Senior Priority Collateral Agent or any Senior Priority Claimholder, shall be

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applied by the Senior Priority Collateral Agent to the Priming Senior Priority Obligations in such order as specified in the relevant Senior Priority Documents. Upon the Discharge of Priming Senior Priority Obligations, the Senior Priority Collateral Agent shall deliver to the Junior Priority Collateral Agent any Collateral and Proceeds of Collateral held by it as a result of the exercise of remedies in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Junior Priority Collateral Agent to the Junior Priority Obligations in such order as specified in the relevant Junior Priority Documents. Upon the Discharge of Junior Priority Obligations, the Junior Priority Collateral Agent shall deliver to the Senior Priority Collateral Agent any Collateral and Proceeds of Collateral held by it as a result of the exercise of remedies in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Senior Priority Collateral Agent to any Excess Senior Priority Obligations, in such order as specified in the relevant Senior Priority Documents.

4.2.    Payments Over in Violation of Agreement.

(a)So long as the Discharge of Priming Senior Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Junior Priority Collateral Agent or any Junior Priority Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior Priority Collateral Agent for the benefit of the Senior Priority Claimholders, as the case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Priority Collateral Agent is hereby authorized by the Junior Priority Collateral Agent to, so long as the Discharge of Priming Senior Priority Obligations has not occurred, make any such endorsements as agent for the Junior Priority Collateral Agent or any Junior Priority Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Priming Senior Priority Obligations.

(b)After the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, to the extent any Excess Senior Priority Obligations remain outstanding, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Senior Priority Collateral Agent or any Senior Priority Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Junior Priority Collateral Agent for the benefit of the Junior Priority Claimholders, as the case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Junior Priority Collateral Agent is hereby authorized by the Senior Priority Collateral Agent to, after the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, make any such endorsements as agent for the Senior Priority Collateral Agent or any Senior Priority Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Junior Priority Obligations.

4.3.    Application of Payments. Subject to the ABL Intercreditor Agreement and the other terms of this Agreement, all payments received by (a) the Senior Priority Collateral Agent or the Senior Priority Claimholders may be applied, reversed and reapplied, in whole or in part, to the Senior Priority Obligations to the extent provided for in the Senior Priority Documents and (b) the Junior Priority Collateral Agent or the Junior Priority Claimholders may be applied, reversed and reapplied, in whole or in part, to the Junior Priority Obligations.

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Section 5.     Other Agreements.

5.1.    Releases.

(a)If in connection with the exercise of the Senior Priority Collateral Agent’s remedies in respect of any Collateral as provided for in Section 3.1 after a Senior Priority Default, the Senior Priority Collateral Agent, for itself or on behalf of any of the Senior Priority Claimholders, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Junior Priority Collateral Agent, for itself or for the benefit of the Junior Priority Claimholders, on the Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Junior Priority Collateral Agent, for itself or on behalf of the Junior Priority Claimholders, promptly shall, at the sole cost and expense of the Credit Parties, execute and deliver to the Senior Priority Collateral Agent or such Grantor such termination statements, financing change statements, releases and other documents as the Senior Priority Collateral Agent or such Grantor may reasonably request to effectively confirm such release.

(b)If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of the Senior Priority Documents and the Junior Priority Documents (other than in connection with the exercise of the Senior Priority Collateral Agent’s rights and remedies in respect of the Collateral after a Senior Priority Default as provided for in Section 3.1), the Senior Priority Collateral Agent, for itself or on behalf of any of the relevant Senior Priority Claimholders, releases any of its Liens on any part of the Collateral, in each case other than (A) in connection with the Discharge of Priming Senior Priority Obligations or (B) after the occurrence and during the continuance of a Junior Priority Default, then the Liens, if any, of the Junior Priority Collateral Agent, for itself or for the benefit of the Junior Priority Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released. The Junior Priority Collateral Agent, each for itself and on behalf of any Junior Priority Claimholders, as the case may be, promptly shall, at the sole cost and expense of the Credit Parties, execute and deliver to the Senior Priority Collateral Agent or such Grantor such termination statements, financing change statements, releases and other documents as the Senior Priority Collateral Agent or such Grantor may reasonably request to effectively confirm such release.

(c)Until the Discharge of Priming Senior Priority Obligations shall occur, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, hereby irrevocably constitutes and appoints the Senior Priority Collateral Agent and any officer or agent of the Senior Priority Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Junior Priority Collateral Agent or such holder or in the Junior Priority Collateral Agent’s own name, from time to time in the Senior Priority Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. The Junior Priority Collateral Agent shall have no liability with respect to any action taken by any other Collateral Agent or any officer or agent of the other Collateral Agent pursuant to such appointment.

(d)Until the Discharge of Priming Senior Priority Obligations shall occur, to the extent that the Senior Priority Collateral Agent or the Senior Priority Claimholders (i) have released any Lien on Collateral and such Lien is later reinstated or (ii) obtain any new Liens from any Grantor, then the Junior Priority Collateral Agent, for itself and for the Junior Priority Claimholders shall be granted a Lien on any such Collateral, subject to the lien priority provisions of this Agreement.

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5.2.    Insurance.

(a)Unless and until the Discharge of Priming Senior Priority Obligations has occurred, subject to the terms of, and the rights of the Grantors under, the Senior Priority Documents, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders agrees, that (i) in accordance with the terms of the applicable Senior Priority Documents (including the ABL Intercreditor Agreement), the Senior Priority Collateral Agent shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting such Collateral; (ii) in accordance with the applicable Senior Priority Documents (including the ABL Intercreditor Agreement), all Proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of such Collateral and to the extent required by the Senior Priority Documents shall be paid to the Senior Priority Collateral Agent for the benefit of the Senior Priority Claimholders and applied to the Priming Senior Priority Obligations pursuant to the terms of the Senior Priority Documents (including, without limitation, for purposes of cash collateralization of letters of credit), andthereafter, to the extent required by the Junior Priority Documents, shall be paid to the Junior Priority Collateral Agent for the benefit of the Junior Priority Claimholders and applied to the Junior Priority Obligations pursuant to the terms of the Junior Priority Documents and then, to the extent no Junior Priority Obligations are outstanding, to the Senior Priority Collateral Agent for the benefit of the Senior Priority Claimholders pursuant to the terms of the Senior Priority Documents on account of any outstanding Excess Senior Priority Obligations, and then, to the extent no outstanding Excess Senior Priority Obligations are outstanding, to the owner of the subject property or such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct, and (iii) if any Collateral Agent or Claimholders shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such Proceeds over to the applicable Collateral Agent in accordance with the terms of Section 4.2.

5.3.    Amendments to Junior Priority Documents and Senior Priority Documents; Refinancing.

(a)The Junior Priority Documents may be amended, amended and restated, replaced, supplemented or otherwise modified in accordance with their terms, and the Junior Priority Note Purchase Agreement may be Refinanced, in each case, without notice to, or the consent of, the Senior Priority Collateral Agent or the Senior Priority Claimholders, all without affecting the lien priorities or other provisions of this Agreement; provided, however, that any such Refinancing shall comply with Section 5.5; provided, further, that any such amendment, amendment and restatement, replacement, supplement, modification or Refinancing shall not, without the prior written consent of the Senior Priority Collateral Agent:

(1)contravene the provisions of this Agreement;

(2)increase the interest rate applicable to the Junior Priority Obligations by more than 2.00% per annum (excluding the accrual of interest at the default rate);

(3)change to earlier dates any dates upon which payments of principal or interest are due thereon (other than in connection with the waiver, amendment or forbearance with respect to an event of default, so long as such applicable Grantor offers to the Senior Priority Collateral Agent to make a corresponding change to principal and interest due dates pursuant to the Revolving Credit Agreement);

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(4)modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the Junior Priority Note Purchase Agreement or any Junior Priority Document in a manner that makes them more restrictive to Grantors (other than such modifications that permit payments to permanently reduce the Priming Senior Priority Obligations); or

(5)change any covenants, defaults, or events of default under the Junior Priority Note Purchase Agreement or any other Junior Priority Document (including the addition of covenants, defaults, or events of default not contained in the Junior Priority Note Purchase Agreement or other Junior Priority Documents as in effect on the date hereof) to restrict any Grantor from making payments of the Priming Senior Priority Obligations that would otherwise be permitted under the Junior Priority Documents as in effect on the date hereof.

(b)The Senior Priority Documents may be amended, amended and restated, replaced, supplemented or otherwise modified in accordance with their terms, and the Revolving Credit Agreement may be Refinanced, in each case, without notice to, or the consent of, the Junior Priority Collateral Agent or the Junior Priority Claimholders, all without affecting the lien priorities or other provisions of this Agreement; provided, however, that any such Refinancing shall comply with Section 5.5; provided, further, that any such amendment, amendment and restatement, replacement, supplement, modification or Refinancing shall not, without the prior written consent of the Junior Priority Collateral Agent (acting at the written direction of the Majority Noteholders):

(1)contravene the provisions of this Agreement;

(2)increase the “Applicable Margin” or similar component of the interest rate (including any “floor”) by more than 2.00% per annum (excluding increases resulting from  increases in the underlying reference rate not caused by an amendment, supplement, modification or Refinancing of the Revolving Credit Agreement, or the accrual of interest at the default rate) (together with the applicable underlying reference interest rate, the “Interest Rate Cap”);

(3)change to earlier dates any dates upon which payments of principal or interest are due thereon (other than in connection with the waiver, amendment or forbearance with respect to an event of default, so long as such applicable Grantor offers to the Junior Priority Claimholders to make a corresponding change to principal and interest due dates pursuant to the Junior Priority Note Purchase Agreement);

(4)modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the Revolving Credit Agreement or any Senior Priority Document in a manner that makes them more restrictive to Grantors (other than such modifications that permit payments to permanently reduce the Junior Priority Obligations);

(5)change any covenants, defaults, or events of default under the Revolving Credit Agreement or any other Senior Priority Document (including the addition of covenants, defaults, or events of default not contained in the Revolving Credit Agreement or other Senior Priority Documents as in effect on the date hereof) to restrict any Grantor from making payments of the Junior Priority Obligations that would otherwise be permitted under the Senior Priority Documents as in effect on the date hereof;

(6)subordinate the Liens securing the Senior Priority Obligations except to Liens securing (A) any other Priming Senior Priority Obligations or (B) any DIP Financing; or

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(7)modify Section 11.06(b)(v) of the Revolving Credit Agreement.

(c)The Borrower, Holdings, each other Grantor and the Junior Priority Collateral Agent (for itself and on behalf of the Junior Priority Claimholders) each agree that each Junior Priority Collateral Document shall include the following language (or language to similar effect approved by the Senior Priority Collateral Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of certain rights and remedies by the Collateral Agent hereunder are subordinated and subject to the provisions of that certain Intercreditor Agreement, dated as of June 10, 2016 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the ‘Intercreditor Agreement’), among Cenveo Corporation, Cenveo, Inc., the other Guarantors from time to time party thereto, Bank of America, N.A., in its capacity as the administrative agent pursuant to or in connection with the asset-based credit agreement dated as of April 16, 2013, and The Bank of New York Mellon, in its capacity as the collateral agent pursuant to the indenture and note purchase agreement dated as of June 10, 2016, in respect of Cenveo Corporation’s 4% Senior Secured Notes due 2021 issued thereunder. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

(d)On or after any Refinancing, and the receipt of notice thereof, which notice shall include the identity of any new or replacement Collateral Agent or other agent serving the same or similar function, each existing Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such new or replacement Collateral Agent may reasonably request in order to provide to such new or replacement Collateral Agent the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement.

5.4.    Bailees for Perfection.

(a)The Senior Priority Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or the PPSA (such Collateral being the “Pledged Collateral”) as collateral agent for the Junior Priority Claimholders and as bailee for the Junior Priority Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the Junior Priority Documents, respectively, subject to the terms and conditions of this Section 5.4.

(b)The Senior Priority Collateral Agent shall not have any obligation whatsoever to the Junior Priority Collateral Agent or to any Junior Priority Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the Senior Priority Collateral Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as collateral agent and bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon the Discharge of Priming Senior Priority Obligations as provided in paragraph (d) below.

(c)The Senior Priority Collateral Agent shall not have by reason of the Junior Priority Collateral Documents, this Agreement, or any other document, a fiduciary relationship in respect

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of the Junior Priority Collateral Agent or any Junior Priority Claimholder. Each Junior Priority Collateral Agent and Junior Priority Claimholder hereby waives and releases the Senior Priority Collateral Agent from all claims and liabilities arising pursuant to the Senior Priority Collateral Agent’s roles under this Section 5.4 as collateral agent and bailee with respect to the Pledged Collateral.

(d)Upon the Discharge of Priming Senior Priority Obligations, the Senior Priority Collateral Agent shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements and without recourse or warranty, first, to the Junior Priority Collateral Agent, to the extent the Junior Priority Obligations (other than Contingent Obligations) remain outstanding, and second, to the applicable Grantor to the extent no Junior Priority Obligations, as the case may be, remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The Senior Priority Collateral Agent further agrees, to the extent that any Junior Priority Obligations (other than applicable Contingent Obligations) remain outstanding, to take all other commercially reasonable action as shall be reasonably requested by the Junior Priority Collateral Agent, at the sole cost and expense of the Credit Parties, to permit the Junior Priority Collateral Agent to obtain, for the benefit of the Junior Priority Claimholders, a first-priority security interest in the Pledged Collateral or as a court of competent jurisdiction may otherwise direct, subject to the terms of the ABL Intercreditor Agreement.

(e)Subject to the terms of this Agreement and the ABL Intercreditor Agreement, so long as the Discharge of Priming Senior Priority Obligations has not occurred, the Senior Priority Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Senior Priority Documents, as if the Liens of the Junior Priority Collateral Agent and Junior Priority Claimholders did not exist.

(f)Notwithstanding anything in this Agreement to the contrary, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that any requirement under any Junior Priority Collateral Document that any Grantor deliver any Collateral to the Junior Priority Collateral Agent, or that requires any Grantor to vest the Junior Priority Collateral Agent with possession or “control” (as defined in the UCC or in the manner provided for in the PPSA) of any Collateral, in each case, shall be deemed satisfied to the extent that, prior to the Discharge of Priming Senior Priority Obligations, such Collateral is delivered to the Senior Priority Collateral Agent, or the Senior Priority Collateral Agent shall have been vested with such possession or (unless, pursuant to the UCC or the PPSA, as applicable, control may be given concurrently to the Senior Priority Collateral Agent and the Junior Priority Collateral Agent) “control,” in each case, subject to the provisions of this Section 5.4; and

(g)The parties hereto further agree that to the extent the Senior Priority Collateral Agent is specified as the lienholder on the certificates of title with respect to any Motor Vehicles (as defined in the Junior Priority Security Agreement) of any Grantor or has “control” over any Deposit Accounts or Securities Accounts of any Grantor pursuant to any control agreement, then (including for the purposes of the applicable state certificate of title laws and any other applicable laws) the Senior Priority Collateral Agent shall act as agent for both the Senior Priority Claimholders and the Junior Priority Claimholders in order to perfect and secure both the Senior Priority Obligations and the Junior Priority Obligations, provided that the priorities as between the rights of the Junior Priority Claimholders and the Senior Priority Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. In furtherance of the foregoing, (i) the Junior Priority Collateral Agent hereby appoints the Senior Priority Collateral Agent as its collateral agent for the limited purpose of (A) acting as the agent on behalf of the Junior Priority Claimholders with respect to the applicable Motor Vehicles solely for purposes of perfecting the Liens of such parties on such Motor Vehicles and (B) acting as the agent on behalf of the Junior Priority Claimholders with respect to the applicable

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Deposit Accounts and Securities Accounts solely for purposes of perfecting the Liens of such parties on such Deposit Accounts and Securities Accounts and the amounts contained therein and (ii) in order to secure the prompt payment and performance of the Junior Priority Obligations, each Grantor hereby grants to the Senior Priority Collateral Agent, as agent for the Junior Priority Claimholders, a security interest in all right, title and interest of such Grantor in, to and under all Motor Vehicles and, for purposes hereof and of Section 5.4(a), all Deposit Accounts and Securities Accounts, whether now owned or hereafter acquired by such Grantor. Such grant creates a security interest wholly separate from the security interest in such Motor Vehicles and such Deposit Accounts and Securities Accounts granted to the Senior Priority Collateral Agent in the Senior Priority Documents as security for the Senior Priority Obligations. The duties or responsibilities of the Senior Priority Collateral Agent under this Section 5.4(g) shall be limited solely to holding (either itself or through its appointment of a custodian or agent) a Lien on such Motor Vehicles, Deposit Accounts and Securities Accounts (and releasing such Lien), as applicable, as agent in accordance with this Section 5.4(g).

5.5.    When Discharge of Priming Senior Priority Obligations and Discharge of Junior Priority Obligations Deemed to Not Have Occurred. If, at any time substantially concurrently with or after the Discharge of Priming Senior Priority Obligations or the Discharge of Junior Priority Obligations, the Borrower enters into any Refinancing of any Senior Priority Obligation or Junior Priority Obligation, as the case may be, which Refinancing is permitted by both the Senior Priority Documents and the Junior Priority Documents, in each case, to the extent such documents will remain in effect following such Refinancing, then such Discharge of Priming Senior Priority Obligations or Discharge of Junior Priority Obligations, shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken pursuant to this Agreement as a result of the occurrence of such Discharge of Priming Senior Priority Obligations or Discharge of Junior Priority Obligations, as applicable) and, from and after the date on which the New Debt Notice is delivered to the appropriate Collateral Agents in accordance with the next sentence, the obligations under such Refinancing shall automatically be treated as Senior Priority Obligations or Junior Priority Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the agent, representative or trustee for the holders of such Senior Priority Obligations under such new Senior Priority Documents or for the holders of such Junior Priority Obligations under such new Junior Priority Documents, as applicable, shall be a Senior Priority Collateral Agent or a Junior Priority Collateral Agent, as applicable, for all purposes of this Agreement. Upon receipt of a notice (the “New Debt Notice”) stating that the Borrower has entered into new Senior Priority Documents or new Junior Priority Documents (which notice shall include a complete copy of the relevant new documents and provide the identity of the new collateral agent (such agent, the “New Agent”)), the other Collateral Agents shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such New Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the other Collateral Agents, for the benefit of the Senior Priority Claimholders or the Junior Priority Claimholders, as the case may be, to be bound by the terms of this Agreement. If the new Senior Priority Obligations under the new Senior Priority Documents or the new Junior Priority Obligations under the new Junior Priority Documents are secured by assets of the Grantors constituting Collateral that do not also secure the other Obligations, then the other Obligations shall be secured at such time by a Lien on such assets to the same extent provided in the Senior Priority Documents, Junior Priority Documents and this Agreement.

5.6.    Purchase Right.Without prejudice to the enforcement of the Senior Priority Claimholders’ remedies, the Senior Priority Claimholders agree that within five (5) Business Days following the occurrence of a Purchase Event, the Senior Priority Collateral Agent shall inform the Junior

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Priority Collateral Agent thereof in writing (a “Purchase Notice”) and, within forty-five (45) days following receipt of such Purchase Notice by the Junior Priority Collateral Agent, one or more of the Junior Priority Claimholders may request, and the Senior Priority Claimholders hereby offer the Junior Priority Claimholders the option, to purchase all, but not less than all, of the aggregate amount of outstanding Priming Senior Priority Obligations (other than any Priming Senior Priority Obligations in respect of Secured Bank Product Obligations, which shall not be subject to the purchase right hereunder) outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of such Priming Senior Priority Obligations and accrued and unpaid interest, fees, and expenses, without warranty or representation (other than customary warranties and representations by the Senior Priority Claimholders with respect to (i) the principal of and accrued and unpaid interest on the Priming Senior Priority Obligations subject to the purchase right, and the fees and expenses owing with respect thereto, (ii) ownership of such Priming Senior Priority Obligations free and clear of all Liens and (iii) full right and power to assign such Priming Senior Priority Obligations and that such assignment has been duly authorized by all necessary action by such Senior Priority Claimholder) or recourse (other than in respect of any breach of the foregoing warranties and representations). If such option is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within thirty (30) days of the request. If one or more of the Junior Priority Claimholders exercise such purchase right, the documentation relating thereto shall be mutually acceptable to each of the Senior Priority Collateral Agent and the Junior Priority Collateral Agent. Following the exercise of such right and the consummation of such assignment, any Priming Senior Priority Obligations in respect of Secured Bank Product Obligations shall retain the priority afforded by this Agreement, and no amendment, modification or waiver of any Senior Priority Document that is adverse to the priority afforded by this Agreement to such Secured Bank Product Obligations shall be effective, as to any Senior Priority Claimholder holding such Secured Bank Product Obligations, without the written consent of such Senior Priority Claimholder. If none of the Junior Priority Claimholders timely exercise such right, the Senior Priority Claimholders shall have no further obligations pursuant to this Section 5.6 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Priority Documents and this Agreement.

Section 6.     Insolvency or Liquidation Proceedings.

6.1.    Finance Issues.

Until the Discharge of Priming Senior Priority Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Senior Priority Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) that consists of Collateral on which the Senior Priority Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing, whether from the Senior Priority Claimholders or any other Person, under Section 364 of the Bankruptcy Code (or any similar provision of any applicable Bankruptcy Law) that is to be secured by the Collateral (a “DIP Financing”), then the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees that it will not be entitled to raise an objection to such Cash Collateral use or DIP Financing to the extent such Cash Collateral use or DIP Financing constitutes a Qualifying Cash Collateral Use or DIP Financing, it being agreed that the Junior Priority Collateral Agent and the Junior Priority Claimholders shall retain the right to object to the specific terms of any Cash Collateral use or DIP Financing that would not comply with a Qualifying Cash Collateral Use or DIP Financing. To the extent the Liens securing the Senior Priority Obligations are subordinated to or pari passu with such DIP Financing, the Junior Priority Collateral Agent will subordinate its Liens in the Collateral (to the same extent subordinated to such Collateral) to the Liens securing such DIP Financing (and all Obligations relating thereto), all adequate protection Liens granted to the Senior Priority Claimholders, and any “carve out” from the Collateral for outstanding post-petition professional and United States Trustee fees that has been agreed to by the Senior Priority Collateral Agent, provided, however, that the Junior Priority Collateral Agent may request

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adequate protection under Section 361 of the Bankruptcy Code (or any similar provision of any applicable Bankruptcy Law) in respect of such subordinated Liens in a manner that is consistent with Section 6.3.

6.2.    Relief from the Automatic Stay.

Until the Discharge of Priming Senior Priority Obligations has occurred, the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees that none of them may (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the Senior Priority Collateral Agent, or (ii) object to any sale of any Collateral or any motion by the Senior Priority Collateral Agent seeking relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral for the purpose of exercising remedies with respect to the Priming Senior Priority Obligations.

6.3.    Adequate Protection.

(a)The Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees that none of them shall contest (or support any other Person contesting):

(1)any request by the Senior Priority Collateral Agent or the Senior Priority Claimholders for adequate protection in respect of the Priming Senior Priority Obligations in any form with respect to the Collateral; or

(2)any objection by the Senior Priority Collateral Agent or the Senior Priority Claimholders to any motion, relief, action or proceeding based on the Senior Priority Collateral Agent or Senior Priority Claimholder claiming a lack of adequate protection in respect of the Priming Senior Priority Obligations in any form;

(b)Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding:

(1)if the Senior Priority Claimholders (or any subset thereof) are granted adequate protection with respect to the Collateral in the form of a Lien on additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Collateral) in connection with any Cash Collateral use or DIP Financing, then the Junior Priority Collateral Agent, on behalf of itself or any of the Junior Priority Claimholders, may seek or request adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing and granted as adequate protection for the Priming Senior Priority Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Junior Priority Collateral Agent on Collateral;

(2)in the event the Junior Priority Collateral Agent, on behalf of itself or any of the Junior Priority Claimholders, seeks or requests adequate protection in respect of Collateral and such adequate protection is granted in the form of a Lien on additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Collateral), then the Junior Priority Collateral Agent, on behalf of itself and any of the Junior Priority Claimholders, agrees that the Senior Priority Collateral Agent shall also be granted Liens on the same additional or replacement collateral as adequate protection for the Priming Senior Priority Obligations, and the Junior Priority Collateral Agent, on behalf of itself and any of the Junior Priority Claimholders, agrees that any Lien on such additional or replacement collateral

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securing or granted as adequate protection for the Junior Priority Obligations shall be subordinated to the Liens on such collateral securing the Priming Senior Priority Obligations and to any other Liens granted to the Senior Priority Claimholders as adequate protection in respect of the Priming Senior Priority Obligations with respect to the Collateral, all on the same basis as the other Liens of the Senior Priority Collateral Agent on Collateral with respect to the Priming Senior Priority Obligations; and

(3)if the Senior Priority Claimholders (or any subset thereof) are granted adequate protection with respect to the Collateral in the form of payments in the amount of current post-petition fees and expenses, then the Junior Priority Collateral Agent, on behalf of itself or any of the Junior Priority Claimholders, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, subject to the right of the Senior Priority Claimholders to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Priority Collateral Agent and Junior Priority Claimholders.

6.4.    Avoidance Issues. If any Senior Priority Claimholder or Junior Priority Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the applicable Grantor any amount paid in respect of Priming Senior Priority Obligations or the Junior Priority Obligations, as the case may be (a “Recovery”), then such Senior Priority Claimholders or Junior Priority Claimholders shall be entitled to a reinstatement of Priming Senior Priority Obligations or Junior Priority Obligations, as the case may be, with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.5.    Post-Petition Interest.

(a)None of the Junior Priority Collateral Agent or the Junior Priority Claimholders shall oppose or seek to challenge any claim by the Senior Priority Collateral Agent or any Senior Priority Claimholder for allowance in any Insolvency or Liquidation Proceeding of Senior Priority Obligations consisting of Post-Petition Interest (but solely with respect to Post-Petition Interest in respect of Excess Senior Priority Obligations, after taking into account the existence of the Lien of the Junior Priority Collateral Agent on behalf of the Junior Priority Claimholders on the Collateral).

(b)Neither the Senior Priority Collateral Agent nor any other Senior Priority Claimholder shall oppose or seek to challenge any claim by the Junior Priority Collateral Agent or any Junior Priority Claimholder for allowance in any Insolvency or Liquidation Proceeding of Junior Priority Obligations consisting of Post-Petition Interest (after taking into account the existence of the Lien of the Senior Priority Collateral Agent on behalf of the Senior Priority Claimholders in respect of the Priming Senior Priority Obligations on the Collateral).

6.6.    Waivers.

(a)The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, waives any claim it may hereafter have against any Senior Priority Claimholder arising out of the election of any Senior Priority Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law) or out of any grant of a security interest in connection with the Collateral to secure the Priming Senior Priority Obligations in any Insolvency or Liquidation Proceeding.

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(b)The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law) senior to or on a parity with the Liens securing the Priming Senior Priority Obligations for costs or expenses of preserving or disposing of any Collateral.

6.7.    Separate Grants of Security and Separate Classification.

(a)The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders and the Senior Priority Collateral Agent, for itself and on behalf of the Senior Priority Claimholders, acknowledge and agree that the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Junior Priority Obligations are fundamentally different from the Senior Priority Obligations and must be separately classified in any plan of reorganization or similar dispositive plan or arrangement, proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that the Junior Priority Claimholders will vote and otherwise be treated as separate classes in connection with any plan of reorganization or similar dispositive plan or arrangement in any Insolvency or Liquidation Proceeding and that neither the Junior Priority Collateral Agent nor any Junior Priority Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or similar dispositive plan or arrangement in any Insolvency or Liquidation Proceeding, or vote in a manner that is otherwise in accordance with this Agreement.

(b)To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Senior Priority Claimholders and the Junior Priority Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Collateral), then the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, hereby acknowledges and agrees that all distributions from the Collateral shall be made as if there were separate classes of senior and junior allowed secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Claimholders and all Excess Senior Priority Obligations), the Senior Priority Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Senior Priority Documents, arising from or related to a default, regardless of whether any claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding but excluding any amounts in respect of Excess Senior Priority Obligations, before any distribution is made from the Collateral in respect of the claims held by the Junior Priority Claimholders, with the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, hereby acknowledging and agreeing to turn over to the Senior Priority Collateral Agent, for itself and on behalf of the Senior Priority Claimholders, amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Priority Claimholders.

(c)No Junior Priority Collateral Agent or Junior Priority Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan or arrangement that is inconsistent with the priorities or other provisions of this Agreement. Without limiting the generality of the foregoing, no Junior Priority Collateral Agent or Junior Priority Claimholder (whether in the capacity of a secured or unsecured creditor) may propose,

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support, or vote for any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan or arrangement that provides for any distributions of Collateral, cash payments with the proceeds of Collateral, or any other proceeds of Collateral to such Junior Priority Claimholder unless such plan (i) pays the Priming Senior Priority Obligations in full in cash or (ii) is proposed or supported by the number of Senior Priority Claimholders required under Section 1126(c) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law); provided, however, that the Junior Priority Claimholders may retain any reorganization securities that satisfy the provisions of Section 6.10 that are distributed pursuant to any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan or arrangement that has been confirmed and consummated in an Insolvency or Liquidation Proceeding.

6.8.    Enforceability and Continuing Priority. This Agreement shall be applicable both before and after the commencement of any Insolvency or Liquidation Proceeding and all converted or succeeding cases in respect thereof. The relative rights of Claimholders in or to any distributions from or in respect of any Collateral or Proceeds of Collateral shall continue after the commencement of any Insolvency or Liquidation Proceeding. Accordingly, the provisions of this Agreement (including, without limitation, Section 2.1 hereof) are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law).

6.9.    Sales. The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that it will consent, and will not object or oppose, or support any party in opposing, a motion to sell or otherwise dispose of any Collateral free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law) if the requisite Senior Priority Claimholders under the Senior Priority Documents have consented to such sale or disposition of their Collateral and the terms of any proposed order approving such transaction provide for the parties’ respective Liens to attach to the Proceeds of the Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, further agrees that it will not oppose, or support any party in opposing, the right of any Senior Priority Claimholder to credit bid under Section 363(k) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law).

6.10.    Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon the assets of the Grantors constituting Collateral are distributed pursuant to a plan of reorganization or similar dispositive plan or arrangement on account of both the Senior Priority Obligations and the Junior Priority Obligations, then, to the extent the debt obligations distributed on account of the Senior Priority Obligations and on account of the Junior Priority Obligations are secured by Liens upon the same assets or property constituting Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

Section 7.     Reliance; Waivers, Etc.

7.1.    No Warranties or Liability. The Junior Priority Collateral Agent, on behalf of itself and each Junior Priority Claimholder, acknowledges and agrees that no Senior Priority Collateral Agent or other Senior Priority Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Senior Priority Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Senior Priority Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority

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Documents in accordance with law and the Senior Priority Documents, as they may, in their sole discretion, deem appropriate and the Senior Priority Claimholders may manage their loans and extensions of credit without regard to any rights or interests that the Junior Priority Collateral Agents and the Junior Priority Claimholders have in the Collateral or otherwise, except as provided in this Agreement. Neither the Senior Priority Collateral Agent nor any Senior Priority Claimholders shall have any duty to any Junior Priority Collateral Agent or any of the Junior Priority Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Junior Priority Documents), regardless of any knowledge thereof which they may have or be charged with.

7.2.    No Waiver of Lien Priorities.

(a)No right of the Collateral Agents or the Claimholders to enforce any provision of this Agreement or any Credit Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Collateral Agent or Claimholder or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Credit Documents, regardless of any knowledge thereof which the Collateral Agents or the Claimholders, or any of them, may have or be otherwise charged with.

(b)Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the Credit Documents and subject to the provisions of Sections 2.3, 2.4 and 5.3), the Collateral Agents and the Claimholders may, at any time and from time to time in accordance with the Credit Documents to which they are party and/or applicable law, without the consent of, or notice to, any other Collateral Agent or Claimholders, without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following:

(1)change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Collateral Agents or any rights or remedies under any of the Credit Documents;

(2)sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof;

(3)settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and

(4)exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

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(c)Until the Discharge of Priming Senior Priority Obligations, the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.3.    Obligations Unconditional. All rights, interests, agreements and obligations of the Collateral Agents and the other Claimholders hereunder shall remain in full force and effect irrespective of:

(a)any lack of validity or enforceability of any Senior Priority Documents or any Junior Priority Documents;

(b)except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the Junior Priority Obligations or Senior Priority Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Priority Document or any Junior Priority Document;

(c)except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Priority Obligations or Junior Priority Obligations or any guaranty thereof;

(d)the commencement of any Insolvency or Liquidation Proceeding in respect of the any Grantor; or

(e)any other circumstances which otherwise might constitute a defense available to, or a discharge of (i) the Borrower or any other Grantor in respect of the Senior Priority Obligations or (ii) the Junior Priority Collateral Agent or any Junior Priority Claimholder in respect of this Agreement.

Section 8.     Miscellaneous.

8.1.    Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of any Senior Priority Document or any Junior Priority Document, the provisions of this Agreement shall govern and control;provided, however, solely as it relates to matters between the Fixed Asset Collateral Agent and the Fixed Asset Secured Parties (as each term is defined in the ABL Intercreditor Agreement) on the one hand and the Collateral Agents and the Claimholders on the other hand, in the event of any conflict between the provisions of this Agreement and the ABL Intercreditor Agreement with respect to such matters, the provisions of the ABL Intercreditor Agreement shall govern and control.

8.2.    Effectiveness; Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this Agreement shall become effective when executed and delivered by the parties hereto and shall continue to be effective until the earlier to occur of (a) the Discharge of Priming Senior Priority Obligations shall have occurred and no Excess Senior Priority Obligations are then outstanding or (b) the Discharge of Junior Priority Obligations shall have occurred. This is a continuing agreement of lien subordination and the Senior Priority Claimholders and Junior Priority Claimholders may continue, at any time and without notice to any Collateral Agent, to extend credit and other financial accommodations and

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lend monies to or for the benefit of any Grantor in reliance hereon. Each of the Collateral Agents, on behalf of itself and the applicable Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law). Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

8.3.    Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Senior Priority Collateral Agent or the Junior Priority Collateral Agent shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent that such amendment, modification or waiver (i) adversely affects or impairs its rights hereunder, under the Senior Priority Documents or under the Junior Priority Documents or (ii) imposes any additional obligation or liability upon it.

8.4.    Information Concerning Financial Condition of the Grantors and their Subsidiaries. The Senior Priority Collateral Agent or Senior Priority Claimholders, on the one hand, and the Junior Priority Collateral Agent or Junior Priority Claimholders, on the other hand, shall not have any duty to advise the other of information known to it or them regarding the financial condition of the Grantors and their subsidiaries and all endorsers and/or guarantors of the Senior Priority Obligations or the Junior Priority Obligations or any other circumstances bearing upon the risk of nonpayment of the Senior Priority Obligations or the Junior Priority Obligations or otherwise. In the event that any Collateral Agent and or Claimholder undertakes at any time or from time to time to provide any such information to any of the others, it or they shall be under no obligation:

(a)to make, and shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

(b)to provide any additional information or to provide any such information on any subsequent occasion;

(c)to undertake any investigation; or

(d)to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

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8.5.    Subrogation. The Junior Priority Collateral Agent, on behalf of itself and each Junior Priority Claimholder, hereby waives any rights of subrogation it may have acquired as a result of any payment hereunder until the Discharge of Priming Senior Priority Obligations has occurred.

8.6.    SUBMISSION TO JURISDICTION, WAIVERS.

(a)ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK OR ANY COURT OF COMPETENT JURISDICTION PRESIDING OVER AN INSOLVENCY OR LIQUIDATION PROCEEDING. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

(1)ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

(2)WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

(3)AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.7; AND

(4)AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(b)EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.6(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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(c)EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER SENIOR PRIORITY DOCUMENT OR JUNIOR PRIORITY DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

8.7.    Notices. All notices to the Junior Priority Claimholders and the Senior Priority Claimholders permitted or required under this Agreement shall also be sent to the Junior Priority Collateral Agent and the Senior Priority Collateral Agent, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by facsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of facsimile, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on Exhibit A hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

Each Collateral Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, PDF, facsimile transmission or other similar unsecured electronic methods, provided, however, that each Collateral Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If any other party hereto elects to give a Collateral Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and such Collateral Agent in its discretion elects to act upon such instructions, such Collateral Agent’s understanding of such instructions shall be deemed controlling absent manifest error. Each Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from such Collateral Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The other parties hereto agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to any Collateral Agent, including without limitation the risk of such Collateral Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties.

The Senior Priority Collateral Agent agrees to provide promptly to the Junior Priority Collateral Agent copies of any written notices (i) received by the Senior Priority Collateral Agent (in its capacity as “ABL Collateral Agent” or “Designated Revolving Credit Collateral Agent”) under the ABL Intercreditor Agreement and (ii) sent by the Senior Priority Collateral Agent (in its capacity as “ABL Collateral Agent” or “Designated Revolving Credit Collateral Agent”) to the Fixed Asset Collateral Agent under the ABL Intercreditor Agreement. Prior to the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement), with respect to any Notice of Occupancy (as defined in the ABL Intercreditor Agreement) received by the Senior Priority Collateral Agent from and after the earlier to occur of (A) the occurrence of the Discharge of Priming Senior Priority Obligations and (B) the Junior Priority Enforcement Date, the Senior Priority Collateral Agent agrees, upon the written direction of the Junior Priority Collateral Agent (acting at the written direction of the Majority Noteholders), to send an Access Acceptance Notice (as defined in the ABL Intercreditor Agreement) to the Fixed Asset Collateral Agent pursuant to the terms of the ABL Intercreditor Agreement.

8.8.    Further Assurances. The Senior Priority Collateral Agent, on behalf of itself and the applicable Senior Priority Claimholders under the Senior Priority Documents, and the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders under the Junior Priority

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Documents, and the Grantors, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

8.9.    APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.10.     Binding on Successors and Assigns. This Agreement shall be binding upon each Collateral Agent, each Claimholder and their respective successors and assigns.

8.11.     Specific Performance. Each of the Senior Priority Collateral Agent, any other Senior Priority Claimholder, the Junior Priority Collateral Agent and any other Junior Priority Claimholder may demand specific performance of this Agreement. Each of the Senior Priority Collateral Agent, on behalf of itself and the Senior Priority Claimholders, and the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Senior Priority Collateral Agent, any other Senior Priority Claimholder, the Junior Priority Collateral Agent or any Junior Priority Claimholder, as the case may be.

8.12.     Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

8.13.     Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

8.14.     Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

8.15.     No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the Collateral Agents and other Claimholders. Nothing in this Agreement shall impair, as between the Grantors and the Senior Priority Collateral Agent and the Senior Priority Claimholders, or as between the Grantors and the Junior Priority Collateral Agent and the Junior Priority Claimholders, the obligations of the Grantors to pay principal, interest, fees and other amounts as provided in the Senior Priority Documents and the Junior Priority Documents, respectively.

8.16.     Provisions to Define Relative Rights. The provisions of this Agreement are and are intended for the purpose of defining the relative rights of the Senior Priority Collateral Agent and the Senior Priority Claimholders on the one hand and the Junior Priority Collateral Agent and the Junior Priority Claimholders on the other hand. Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the Senior Priority Obligations

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and the Junior Priority Obligations as and when the same shall become due and payable in accordance with their terms.

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

8.18.     Reciprocal Rights. The parties agree that the provisions of Sections 3.1, 5.1, 5.2, 5.4, 6.2, 6.3, 6.4, 6.6, 6.7, 6.9 and 8.5, including, as applicable, the defined terms referenced therein (but only to the extent used therein), which govern the relationship, and certain rights, restrictions, and agreements, between the Senior Priority Claimholders as priority Claimholders with respect to the Priming Senior Priority Obligations, on the one hand, and the Junior Priority Claimholders as junior Claimholders with respect to the Junior Priority Obligations, on the other hand, shall, from and after the Discharge of Priming Senior Priority Obligations, apply to and govern, mutatis mutandis, the relationship between the Junior Priority Claimholders as priority Claimholders with respect to the Junior Priority Obligations, on the one hand, and the Senior Priority Claimholders as junior Claimholders with respect to the Excess Senior Priority Obligations, on the other hand.

8.19.     Regarding the Junior Priority Collateral Agent. BNY Mellon has entered into this Agreement in its capacity as Junior Priority Collateral Agent under the Junior Priority Documents to which it is party and shall be entitled, in connection with the exercise of its rights and performance of its duties thereunder and as Junior Priority Collateral Agent hereunder, to all protections, immunities and exculpations available to it under the Junior Priority Note Purchase Agreement and the Junior Priority Security Agreement, all of which are incorporated by reference herein, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

Junior Priority Collateral Agent

THE BANK OF NEW YORK MELLON,

as Junior Priority Collateral Agent

By:     /s/ Laurence J. O' Brien

Name: Laurence J. O' Brien

Title:    Vice President

S-1

Signature Page to Intercreditor Agreement

Senior Priority Collateral Agent

BANK OF AMERICA, N.A.,

as Senior Priority Collateral Agent

By:     /s/ Robert Q. Mahoney

Name: Robert Q. Mahoney

Title:    Sr. Vice President

S-2

Signature Page to Intercreditor Agreement

Acknowledged and Agreed to by:

The Borrower

CENVEO CORPORATION

By:/s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

The Guarantors

CENVEO, INC.

CNMW INVESTMENTS, INC.

CENVEO SERVICES, LLC

DISCOUNT LABELS, LLC

CENVEO OMEMEE LLC

COLORHOUSE CHINA, INC.

RX JV HOLDING, INC.

CRX JV, LLC

CRX HOLDING, INC.

RX TECHNOLOGY CORP.

CADMUS PRINTING GROUP, INC.

CADMUS FINANCIAL DISTRIBUTION, INC.

GARAMOND/PRIDEMARK PRESS, INC.

CADMUS JOURNAL SERVICES, INC.

CADMUS DELAWARE, INC.

CADMUS UK, INC.

EXPERT GRAPHICS, INC.

CADMUS MARKETING GROUP, INC.

CADMUS MARKETING, INC.

CADMUS/O’KEEFE MARKETING, INC.

OLD TSI, INC.

PORT CITY PRESS, INC.

CADMUS INTERNATIONAL HOLDINGS, INC.

CDMS MANAGEMENT, LLC

MADISON/GRAHAM COLORGRAPHICS, INC.

VSUB HOLDING COMPANY

By:/s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

S-3

Signature Page to Intercreditor Agreement

VAUGHAN PRINTERS INCORPORATED

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC.

COMMERCIAL ENVELOPE MANUFACTURING CO. INC.

CENVEO CEM, INC.

CENVEO CEM, LLC

LIGHTNING LABELS, LLC

NASHUA CORPORATION

NASHUA INTERNATIONAL, INC.

ENVELOPE PRODUCT GROUP, LLC

By:/s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

S-4

Signature Page to Intercreditor Agreement

Exhibit A

Notice Addresses

Junior Priority Collateral Agent:

The Bank of New York Mellon

Corporate Trust

101 Barclay Street, 7 East

New York, New York 10286

Facsimile: (212) 815-5704

Senior Priority Collateral Agent:

Mr. Robert Mahoney

Bank of America, N.A.

BABC Loans - 140/EAST DIVISION

185 Asylum St.

Hartford, Connecticut 06103

Email: robert.mahoney@baml.com

Grantors:

Chief Financial Officer

Cenveo Corporation

200 First Stamford Place

Stamford, Connecticut 06902

Email: Scott.Goodwin@cenveo.com

A-1

EX-4.7

Exhibit 4.7

EXECUTION VERSION

AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENT

Amendment No. 1 (this “Amendment”) to the Intercreditor Agreement, dated as of June 10, 2016, by and among Cenveo, Inc., a Colorado corporation (“Holdings”), Cenveo Corporation, a Delaware corporation (the “Borrower”), certain other Subsidiaries of Holdings as Guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent for the holders of the Revolving Credit Obligations (together with its permitted successors and assigns, the “ABL Collateral Agent”), The Bank of New York Mellon (“BNY Mellon”), as collateral agent for the holders of the 2016 Secured Notes Obligations (together with its permitted successors and assigns, the “2016 Secured Notes Collateral Agent”, and together with the ABL Collateral Agent being referred to herein, collectively, as the “Revolving Credit Collateral Agents”), and BNY Mellon, as collateral agent for the holders of the Fixed Asset Obligations (together with its permitted successors and assigns, the “Fixed Asset Collateral Agent”).

WHEREAS, the Borrower, Holdings, the ABL Collateral Agent and the Fixed Asset Collateral Agent are parties to that certain intercreditor agreement, dated as of June 26, 2014 (the “Agreement”);

WHEREAS, the Borrower, Holdings, the lenders and agents party thereto and the ABL Collateral Agent have entered into that certain asset-based revolving credit agreement, dated as of April 16, 2013, providing a revolving credit and letter of credit facility to the Borrower (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Revolving Credit Agreement”);

WHEREAS, the Borrower, the Guarantors, the 2016 Secured Notes Collateral Agent, BNY Mellon, as trustee, and the 2016 Secured Notes Holders are party to an indenture and note purchase agreement governing the 2016 Secured Notes, dated as of June 10, 2016 (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “2016 Secured Notes Purchase Agreement”). The 2016 Secured Notes Purchase Agreement has refinanced and replaced a portion of the Revolving Credit Agreement and, accordingly, constitutes an ABL Facility (as defined in the Indenture);

WHEREAS, the Borrower, the Guarantors, the Fixed Asset Collateral Agent and BNY Mellon, as trustee (in such capacity and together with its successors and assigns, the “Trustee”), are party to an indenture governing the Notes, dated as of June 26, 2014 (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Indenture”);

WHEREAS, pursuant to Section 9.01(k) of the Indenture and Section 8.3 of the Agreement, the Borrower, the Fixed Asset Collateral Agent and the ABL Collateral Agent are authorized to amend the Agreement to appropriately include the 2016 Secured Notes Purchase Agreement as a Revolving Credit Document thereunder (including related conforming modifications) as set forth herein;

WHEREAS, the Borrower, the Fixed Asset Collateral Agent (acting at the direction of the Borrower and in reliance on an Officers’ Certificate and Opinion of Counsel delivered

pursuant to provisions of the Indenture) and the ABL Collateral Agent have agreed to such amendments and the 2016 Secured Notes Collateral Agent (acting pursuant to the provisions of the 2016 Secured Notes Purchase Agreement) has agreed to become a party to the Agreement on the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.Defined Terms; References. Unless otherwise specifically defined herein, each term used herein (including, without limitation, in the preamble and recitals hereto) which is defined in the Agreement has the meaning assigned to such term in Exhibit A hereto.

Section 2.Amendments to Agreement. The Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended pursuant to Section 9.01(k) of the Indenture and Section 8.3 of the Agreement, to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the form of the Agreement attached as Exhibit A hereto.

Section 3.Representations Correct. By its execution of this Amendment, each Grantor hereby certifies that:

(a)This Amendment has been duly authorized by all necessary corporate or other organizational action and has been duly executed and delivered by each Grantor and constitutes a legal, valid and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

(b)Neither the execution, delivery or performance by any Grantor of this Amendment (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Revolving Credit Collateral Documents and the Fixed Asset Collateral Documents, as applicable) upon any of the property or assets of any Grantor or any of its respective Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Grantor or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject (except, in the case of preceding clauses (i) and (ii), any contravention, breach, default and/or conflict, that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect (as defined in the Revolving Credit Agreement)) or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Grantor or any of its respective Subsidiaries; and

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(c)Except to the extent the failure to obtain or make the same would not reasonably be expected to have a Material Adverse Effect, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Amendment No. 1 Effective Date and which remain in full force and effect on the Amendment No. 1 Effective Date and (y) filings which are necessary to perfect the security interests created under the Revolving Credit Collateral Documents and the Fixed Asset Collateral Documents, as applicable), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Grantor to authorize, or is required to be obtained or made by, or on behalf of, any Grantor in connection with, the execution, delivery and performance of this Amendment.

Section 4.Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment No. 1 Effective Date”), subject to the satisfaction or waiver of the following condition:

(a)    Counterparts of this Amendment shall have been executed and delivered by the Revolving Credit Collateral Agents and the Fixed Asset Collateral Agent, and the Borrower and the other Grantors party to the Agreement shall have executed and delivered an acknowledgment counterpart of this Amendment. 

Section 5.Effect of the Amendment. Upon the effectiveness of this Amendment, each reference in the Agreement to “this Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Agreement, as amended by this Amendment.

Section 6.Entire Agreement. This Amendment and the Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 7.GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8.6 OF THE AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.

Section 8.Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 9.Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

Section 10.Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 11.Concerning the Fixed Asset Collateral Agent and the Revolving Credit Collateral Agents. The recitals contained herein shall be taken as the statements of the Grantors and none of the Fixed Asset Collateral Agent or the Revolving Credit Collateral Agents assumes any responsibility for their correctness. None of the Fixed Asset Collateral Agent or the Revolving Credit Collateral Agents makes any representations as to the validity or sufficiency of this Amendment.

Section 12.Incorporation. Sections 8.17 and 8.18 of the Agreement are hereby incorporated by reference into this Amendment and shall apply hereto.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

Fixed Asset Collateral Agent

THE BANK OF NEW YORK MELLON,
as Fixed Asset Collateral Agent

By:    /s/Laurence J. O'BrienName:Laurence J. O'Brien
Title: Vice President

S-1

Signature Page to Amendment No. 1 to the Intercreditor Agreement

2016 Secured Notes Collateral Agent

THE BANK OF NEW YORK MELLON,
as 2016 Secured Notes Collateral Agent

By:    /s/Laurence J. O'BrienName:Laurence J. O'Brien
Title: Vice President

S-2

Signature Page to Amendment No. 1 to the Intercreditor Agreement

ABL Collateral Agent

BANK OF AMERICA, N.A.,
as ABL Collateral Agent

By:    /s/Robert Q. MahoneyName:Robert Q. Mahoney
Title: Sr. Vice President

S-3

Signature Page to Amendment No. 1 to the Intercreditor Agreement

GRANTORS’ ACKNOWLEDGMENT AND AGREEMENT

The undersigned, being the Grantors referred to in the foregoing Amendment (and the Agreement amended thereby), hereby acknowledge receipt of a copy thereof, and agree to be bound by all of the terms and provisions thereof. 

Dated the date of the foregoing Amendment:

CENVEO CORPORATION

CENVEO, INC.

By:     /s/ Scott J. GoodwinName: Scott J. Goodwin    Title:     Chief Financial Officer

S-4

Signature Page to Amendment No. 1 to the Intercreditor Agreement

CNMW INVESTMENTS, INC.

CENVEO SERVICES, LLC

DISCOUNT LABELS, LLC

CENVEO OMEMEE LLC

COLORHOUSE CHINA, INC.

RX JV HOLDING, INC.

CRX JV, LLC

CRX HOLDING, INC.

RX TECHNOLOGY CORP.

CADMUS PRINTING GROUP, INC.

CADMUS FINANCIAL DISTRIBUTION, INC.

GARAMOND/PRIDEMARK PRESS, INC.

CADMUS JOURNAL SERVICES, INC.

CADMUS DELAWARE, INC.

CADMUS UK, INC.

EXPERT GRAPHICS, INC.

CADMUS MARKETING GROUP, INC.

CADMUS MARKETING, INC.

CADMUS/O’KEEFE MARKETING, INC.

OLD TSI, INC.

PORT CITY PRESS, INC.

CADMUS INTERNATIONAL HOLDINGS, INC.

CDMS MANAGEMENT, LLC
MADISON/GRAHAM COLORGRAPHICS, INC.

VSUB HOLDING COMPANY

By:     /s/ Scott J. GoodwinName:    Scott J. Goodwin    Title:    Chief Financial Officer

S-5

Signature Page to Amendment No. 1 to the Intercreditor Agreement

VAUGHAN PRINTERS INCORPORATED

MADISON/GRAHAM COLORGRAPHICS

INTERSTATE SERVICES, INC.

COMMERCIAL ENVELOPE

MANUFACTURING CO. INC.

CENVEO CEM, INC.

CENVEO CEM, LLC

LIGHTNING LABELS, LLC

NASHUA CORPORATION

NASHUA INTERNATIONAL, INC.

ENVELOPE PRODUCT GROUP, LLC

By:     /s/ Scott J. GoodwinName:    Scott J. Goodwin    Title:    Chief Financial Officer

S-6

Signature Page to Amendment No. 1 to the Intercreditor Agreement

EXHIBIT A TO AMENDMENT NO. 1

MARKED VERSION REFLECTING CHANGES PURSUANT TO AMENDMENT NO. 1

ADDED TEXT SHOWN UNDERSCORED

DELETED TEXT SHOWN STRIKETHROUGH

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of June 26, 2014 and entered into by and among Cenveo, Inc., a Colorado corporation (“Holdings”), Cenveo Corporation, a Delaware corporation (the “Borrower”), certain other Subsidiaries of Holdings that become party hereto from time to time as Guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent for the holders of the Revolving Credit Obligations (as defined below) (together with its permitted successors and assigns, the “Revolving CreditABL Collateral Agent”), andThe Bank of New York Mellon (“BNY Mellon”), as collateral agent for the holders of the 2016 Secured Notes Obligations (as defined below) (together with its permitted successors and assigns, the “2016 Secured Notes Collateral Agent”, and together with the ABL Collateral Agent being referred to herein, collectively, as the “Revolving Credit Collateral Agents”), and BNY Mellon,as collateral agent for the holders of the Fixed Asset Obligations (as defined below) (together with its permitted successors and assigns, the “Fixed Asset Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below or, if not otherwise defined, the Revolving Credit Agreement (as such term is defined below) or, if not otherwise defined in Section 1 below or in the Revolving Credit Agreement, the 2016 Secured Notes Purchase Agreement (as such term is defined below) orthe Indenture (as such term is defined below), as the case may be.

RECITALS

The Borrower, Holdings, the lenders and agents party thereto and the Revolving CreditABL Collateral Agent have entered into that certain asset-based revolving credit agreement, dated as of April 16, 2013, providing a revolving credit and letter of credit facility to the Borrower (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Revolving Credit Agreement”);

The Borrower, the Guarantors, the 2016 Secured Notes Collateral Agent, BNY Mellon, as trustee, and the Noteholders (as defined therein) are party to an indenture and note purchase agreement governing the 2016 Secured Notes (as defined below), dated as of June 10, 2016 (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “2016 Secured Notes Purchase Agreement”). The 2016 Secured Notes Purchase Agreement has refinanced and replaced a portion of the Revolving Credit Agreement and, accordingly, constitutes an ABL Facility (as defined in the Indenture (as defined below));

The Borrower, the Guarantors, the Fixed Asset Collateral Agent and BNY Mellon, as trustee (in such capacity and together with its successors and assigns, the “Trustee”), are party to an indenture in connection with the Notes (as defined below), dated as of the date hereofJune 26, 2014 (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Indenture”);

Each of the Revolving Credit Collateral AgentAgents and the Fixed Asset Collateral Agent desires to agree to the relative priority of their respective Liens on the Collateral and certain other rights, priorities and interests as set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.Definitions.

1.1.    Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

“2016 Intercreditor Agreement” means the Intercreditor Agreement, dated as of June 10, 2016, by and among the ABL Collateral Agent, 2016 Secured Notes Collateral Agent and the Grantors, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“2016 Secured Notes” means the 4% Senior Secured Notes due 2021 issued by the Borrower pursuant to the 2016 Secured Notes Purchase Agreement in an initial aggregate principal amount of $50,000,000, including, for the avoidance of doubt, any Indebtedness incurred or issued by the Borrower that Refinances any of the foregoing.

“2016 Secured Notes Claimholders” means, at any relevant time, the holders of the 2016 Secured Notes Obligations at that time, including the “Secured Parties” as defined in the 2016 Secured Notes Security Agreement.

“2016 Secured Notes Collateral Agent” has the meaning assigned to that term in the Preamble of this Agreement.

“2016 Secured Notes Collateral Documents” means the 2016 Secured Notes Security Agreement, all other “Security Documents” as defined in the 2016 Secured Notes Purchase Agreement and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection with the 2016 Secured Notes Purchase Agreement, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“2016 Secured Notes Credit Parties” means the Borrower, Holdings, the other Guarantors and each other direct or indirect subsidiary or parent of Holdings or any of its Affiliates that is now or hereafter becomes a party to any 2016 Secured Notes Document.

“2016 Secured Notes Default” means an “Event of Default” or equivalent term (as defined in any of the 2016 Secured Notes Documents).

“2016 Secured Notes Documents” the 2016 Secured Notes Purchase Agreement, the 2016 Secured Notes, the 2016 Secured Notes Collateral Documents and those other ancillary agreements as to which the 2016 Secured Notes Collateral Agent or any other 2016 Secured Notes Claimholder is a party or a beneficiary (including any intercreditor or joinder agreements) and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any 2016 Secured

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Notes Credit Party or any of its respective subsidiaries or Affiliates, and delivered to the 2016 Secured Notes Collateral Agent or any 2016 Secured Notes Claimholder, in connection with any of the foregoing or any 2016 Secured Notes Document, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“2016 SecuredNotes Obligations” means all “Note Obligations” (as such term is defined in the 2016 Secured Notes Purchase Agreement) and other obligations of every nature of each Grantor from time to time owed to any 2016 Secured Notes Claimholder under the 2016 Secured Notes Documents, whether for principal, interest, fees, expenses, indemnification or otherwise. “2016 Secured Notes Obligations” shall include all Post-Petition Interest with respect to the 2016 Secured Notes Documents.

“2016 Secured Notes Purchase Agreement” has the meaning given to such term in the recitals of this Agreement, including, for the avoidance of doubt, any Refinancing of the 2016 Secured Notes Purchase Agreement in effect on the Issue Date.

“2016 Secured Notes Security Agreement” means the Senior 4% Secured Notes Pledge and Security Agreement, dated as of June 10, 2016, among the Borrower, each of the other grantors from time to time party thereto and the 2016 Secured Notes Collateral Agent, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“ABL Claimholder” means, at any relevant time, the holders of ABL Obligations at that time, including the “Secured Parties” as defined in the Revolving Security Agreement.

“ABL Collateral” means the following assets of the Borrower and the Guarantors: (a) all Accounts Receivable (except to the extent constituting proceeds of Equipment, real property or Intellectual Property or evidencing any intercompany loans); (b) all Inventory; (c) all Instruments, Payment Intangibles, Chattel Paper and other contracts, in each case, evidencing, or substituted for, any Accounts Receivable referred to in clause (a) above; (d) all guarantees, letters of credit, security and other credit enhancements in each case for the Accounts Receivable referred to in clause (a) above; (e) all Documents for any Inventory referred to in clause (b) above; (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 referred to in clause (a) above or Inventory; (g) all Deposit Accounts, Securities Accounts (including all cash and other funds on deposit therein, except any such account which holds solely identifiable proceeds of the Fixed Asset Priority Collateral, including the Fixed Asset Priority Collateral Proceeds Account) and Investment Property (excluding any Capital Stock); (h) all tax refunds; (i) all Supporting Obligations, Documents and 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; provided, however, that to the extent that identifiable Proceeds of Fixed Asset Priority Collateral are deposited or held in any Deposit Accounts or Securities Accounts that constitute ABL Collateral after an Enforcement Notice, then (as provided in Section 3.5 below) such Collateral or other identifiable Proceeds shall be treated as Fixed Asset Priority Collateral for purposes of this Agreement. Terms used in this definition and not otherwise defined herein shall have the meanings given to such terms in the UCC or the PPSA, as applicable.

“ABL Collateral Agent” has the meaning assigned to that term in the Preamble of this Agreement.

“ABL Collateral Documents” means the Collateral Documents (as such term is defined in the Revolving Credit Agreement) and any other agreement, document or instrument pursuant to which

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a Lien is granted by any Grantor securing any ABL Obligations or under which rights or remedies with respect to such Liens are governed.

“ABL Credit Documents” means the Revolving Credit Agreement and the other Loan Documents (as defined in the Revolving Credit Agreement), any Secured Bank Product Obligation (as defined in the Revolving Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other ABL Obligation, and any other document or instrument executed or delivered at any time in connection with any ABL Obligations, including any intercreditor or joinder agreement among holders of Revolving Credit Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“ABL Default” means an “Event of Default” (as defined in the Revolving Credit Agreement).

“ABL Obligations” means all “Obligations” (as defined in the Revolving Credit Agreement) and other obligations of every nature of each Grantor from time to time owed to any ABL Claimholder or any of their respective Affiliates under the ABL Credit Documents, whether for principal, interest, reimbursement of amounts drawn under letters of credit, fees, expenses, indemnification or otherwise. “ABL Obligations” shall include all Post-Petition Interest with respect to ABL Credit Documents.

“Access Acceptance Notice” has the meaning assigned to that term in Section 3.3(b).

“Access Period” means for each parcel of Mortgaged Premises the period, after the commencement of an Enforcement Period, which begins on the day that the DesignatedRevolving Credit Collateral Agent provides the Fixed Asset Collateral Agent with the notice of its election to request access to any Mortgaged Premises pursuant to Section 3.3(b) below and ends on the earliest of (i) the 180th day after theDesignated Revolving Credit Collateral Agent obtains the ability to use, take physical possession of, remove or otherwise control the use or access to the Collateral located on such Mortgaged Premises following a Collateral Enforcement Action plus such number of days, if any, after theDesignated Revolving Credit Collateral Agent obtains access to such Collateral that it is stayed or otherwise prohibited by law or court order from exercising remedies with respect to Collateral located on such Mortgaged Premises, (ii) the date on which all or substantially all of the ABL Collateral located on such Mortgaged Premises is sold, collected or liquidated, (iii) the date on which the Discharge of Revolving Credit Obligations occurs and (iv) the date on which the Revolving Credit Default or the Fixed Asset Default that was the subject of the applicable Enforcement Notice relating to such Enforcement Period has been cured to the satisfaction of the Revolving CreditABL Collateral Agent, the 2016 Secured Notes Collateral Agent or the Fixed Asset Collateral Agent, as applicable, or waived in writing in accordance with the requirements of the applicable Credit Document.

“Accounts Receivable” means (i) all “Accounts,” as such term is defined in the UCC or PPSA and (ii) all other rights to payment of money or funds, whether or not earned by performance, (a) for Inventory that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, or (c) owed by a credit card issuer or by a credit card processor resulting from purchases by customers using credit or debit cards issued by such issuer in connection with the transactions described in clauses (a) and (b) above, whether such rights to payment constitute Payment Intangibles, Letter-of-Credit Rights or any other classification of property, or are evidenced in whole or in part by Instruments, Chattel Paper, General Intangibles or Documents. Terms used in this definition and not otherwise defined herein shall have the meanings given to such terms in the UCC or the PPSA, as applicable.

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“Additional Pari Passu Fixed Asset Agent” means the Person appointed to act as trustee, agent or representative for the holders of Additional Pari Passu Fixed Asset Obligations pursuant to any Additional Pari Passu Fixed Asset Agreement, it being understood and agreed that no Additional Pari Passu Fixed Asset Agent (if other than the Fixed Asset Collateral Agent) shall hold directly any Lien on Collateral.

“Additional Pari Passu Fixed Asset Agreement” means the indenture, credit agreement, note purchase agreement or other agreement under which any Additional Pari Passu Fixed Asset Obligations are incurred.

“Additional Pari Passu Fixed Asset Obligations” means Indebtedness of the Grantors issued following the date of this Agreement to the extent (a) such Indebtedness is permitted by the terms of the Revolving Credit Agreement, the 2016 Secured Notes Purchase Agreement and the Indenture to be secured by Liens on the Collateral ranking pari passu with the Liens securing the Notes Obligations, (b) the Grantors have granted Liens on the Collateral to secure the obligations in respect of such Indebtedness, and (c) the Additional Pari Passu Fixed Asset Agent, for and on behalf of the holders of such Indebtedness, has executed a joinder agreement to the Fixed Asset Security Agreement in the form attached thereto agreeing on behalf of itself and such holders to (i) be bound by the terms of this Agreement applicable to them, (ii) appoint the Fixed Asset Collateral Agent to act as their collateral agent and representative hereunder and thereunder and (iii) be bound by the pari passu intercreditor provisions contained in the Fixed Asset Collateral Documents entered into in connection with the Indenture (which provisions are binding on the Fixed Asset Secured Parties only). “Additional Pari Passu Fixed Asset Obligations” shall include all Post-Petition Interest with respect to any Additional Pari Passu Fixed Asset Agreement.

“Affiliate” means, as applied to any Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, the Person specified. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agreement” means this Intercreditor Agreement, asamended by Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, and as may be further amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means each of the Bankruptcy Code, any similar federal, state, provincial, territorial or foreign laws, rules or regulations for the relief of debtors or any reorganization, insolvency, moratorium or assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Person and any similar laws, rules or regulations relating to or affecting the enforcement of creditors’ rights generally.

“Borrower” has the meaning given to such term in the Preamble of this Agreement.

“BNY Mellon” has the meaning assigned to that term in the Preamble of this Agreement.

“Borrower” has the meaning given to such term in the Preamble of this Agreement.

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“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Revolving CreditABL Collateral Agent’s office is located,the state where the 2016 Secured Notes Collateral Agent’s principal corporate trust office is located, the state where the Fixed Asset Collateral Agent’s principal corporate trust office is located, Stamford, Connecticut or New York, New York.

“Canadian Grantor” means the Grantors that are organized under the laws of Canada or any province or territory thereof.

“Capital Stock” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Claimholders” means, collectively, the Revolving Credit Claimholders and the Fixed Asset Claimholders.

“Collateral” means all of the assets and property now owned or at any time hereafter acquired by any Grantor, whether real, personal or mixed, constituting either Revolving Credit Collateral or Fixed Asset Collateral.

“Collateral Agents” means, collectively, (i) the Revolving CreditABL Collateral Agent, (ii) the 2016 Secured Notes Collateral Agent and (iiiii) the Fixed Asset Collateral Agent.

“Collateral Enforcement Action” means, collectively or individually for one or more of the Collateral Agents, when a Revolving Credit Default or Fixed Asset Default, as the case may be, has occurred and is continuing, whether or not in consultation with any other Collateral Agent, any action by any Collateral Agent to repossess or join any Person in repossessing, or exercise or join any Person in exercising, or institute or maintain or participate in any action or proceeding with respect to, any remedies with respect to any Collateral or commence the judicial enforcement of any of the rights and remedies under the Credit Documents or under any applicable law, but in all cases (i) including, without limitation, (a) instituting or maintaining, or joining any Person in instituting or maintaining, any enforcement, contest, protest, attachment, collection, execution, levy or foreclosure action or proceeding with respect to any Collateral, whether under any Credit Document or otherwise, (b) exercising any right of set-off with respect to any Credit Party or (c) exercising any remedy under any Deposit Account Control Agreement (as defined in the Revolving Credit Agreement), Dominion Account (as defined in the Revolving Credit Agreement), Landlord Lien Waiver and Access Agreement (as defined in the Revolving Credit Agreement) or similar agreement or arrangement and (ii) excluding the imposition of a default rate or late fee; provided, that notwithstanding anything to the contrary in the foregoing, (y) the exercise of rights or remedies by the Revolving CreditABL Collateral Agent under any Deposit Account Control Agreement or Dominion Account during a Liquidity Period (as defined in the Revolving Credit Agreement) shall not constitute a Collateral Enforcement Action under this Agreement and (z) the collection and application of monies deposited from time to time in any Fixed Asset Priority Collateral Proceeds Account against the Fixed Asset Obligations pursuant to the provisions of the Fixed Asset Documents shall not constitute a Collateral Enforcement Action under this Agreement.

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“Contingent Obligations” means at any time, any indemnification or other similar contingent obligations which are not then due and owing at the time of determination.

“Copyright License” means any written agreement, now or hereinafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor, (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule 10 to the Fixed Asset Security Agreement for such Grantor, as such schedule may be supplemented from time to time.

“Credit Documents” means, collectively, the Revolving Credit Documents and the Fixed Asset Documents.

“Credit Party” means each RevolvingCredit Party, each 2016 Secured Notes Credit Party and each Fixed Asset Credit Party.

“Deposit Account” as defined in the UCC (or, with respect to any Canadian Grantor, the meaning given to the term “account” in the PPSA).

“Designated Revolving Credit Collateral Agent” means (i) until the Discharge of ABL Obligations, the ABL Collateral Agent and (ii) from and after the Discharge of ABL Obligations, the 2016 Secured Notes Collateral Agent.

“Discharge of ABL Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a)    payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the ABL Credit Documents and constituting ABL Obligations;

(b)    payment in full in cash of all other ABL Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time);

(c)    termination or expiration of all commitments, if any, to extend credit that would constitute ABL Obligations; and

(d)    termination of all letters of credit issued under the ABL Credit Documents and constituting ABL Obligations or providing cash collateral or backstop letters of credit reasonably acceptable to the ABL Collateral Agent in an amount equal to 103% of the applicable outstanding reimbursement obligation (in a manner reasonably satisfactory to the ABL Collateral Agent).

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“Discharge of Fixed Asset Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a)     (i) payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Fixed Asset Documents and constituting Fixed Asset Obligations;

(ii) payment in full in cash of all other Fixed Asset Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(iii) termination or expiration of all commitments, if any, to extend credit that would constitute Fixed Asset Obligations; or

(b)    solely in the case of Notes Obligations or, to the extent applicable, any series of Additional Pari Passu Fixed Asset Obligations, satisfaction and discharge of the Indenture or the Additional Pari Passu Fixed Asset Agreement with respect to such series of Additional Pari Passu Fixed Asset Obligations, respectively, in accordance with terms of the Indenture or such Additional Pari Passu Fixed Asset Obligations Agreement, respectively.

“Discharge of Revolving Credit Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a)    payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Revolving Credit Documents and constituting Revolving Credit Obligations;

(b)    payment in full in cash of all other Revolving Credit Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time);

(c)    termination or expiration of all commitments, if any, to extend credit that would constitute Revolving Credit Obligations; and

(d)    termination of all letters of credit issued under the Revolving Credit Documents and constituting Revolving Credit Obligations or providing cash collateral or backstop letters of credit reasonably acceptable to the applicableRevolving Credit Collateral Agent(s) in an amount equal to 103% of the applicable outstanding reimbursement obligation (in a manner reasonably satisfactory to the applicableRevolving Credit Collateral Agent(s)).

“Disposition” has the meaning assigned to that term in Section 5.1(b).

“Documents” as defined in the UCC (or, with respect to any Canadian Grantor, the meaning given to the term “document of title” in the PPSA).

“Enforcement Notice” means a written notice delivered, at a time when a Revolving Credit Default or Fixed Asset Default has occurred and is continuing, by either (a) in the case of a Revolving Credit Default, the DesignatedRevolving Credit Collateral Agent to the Fixed Asset Collateral Agent or (b) in the case of a Fixed Asset Default, the Fixed Asset Collateral Agent to the

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Designated Revolving Credit Collateral Agent, in each case, announcing that an Enforcement Period has commenced, specifying the relevant event of default, stating the current balance of the Revolving Credit Obligations or the Fixed Asset Obligations, as applicable.

“Enforcement Period” means the period of time following the receipt by theDesignated Revolving Credit Collateral Agent or the Fixed Asset Collateral Agent, as the case may be, of an Enforcement Notice until the earliest of (i) in the case of an Enforcement Period commenced by the Fixed Asset Collateral Agent, the Discharge of Fixed Asset Obligations, (ii) in the case of an Enforcement Period commenced by theDesignated Revolving Credit Collateral Agent, the Discharge of Revolving Credit Obligations, (iii) the DesignatedRevolving Credit Collateral Agent or the Fixed Asset Collateral Agent (as applicable) agrees in writing to terminate its Enforcement Period, or (iv) the date on which the Revolving Credit Default or the Fixed Asset Default that was the subject of the Enforcement Notice relating to such Enforcement Period has been cured to the satisfaction of the Revolving CreditABL Collateral Agent, the 2016 Secured Notes Collateral Agent or the Fixed Asset Collateral Agent, as applicable, or waived in writing in accordance with the requirements of the applicable Credit Documents.

“Fixed Asset Claimholders” means, at any relevant time, the holders of Fixed Asset Obligations at that time, including the Fixed Asset Collateral Agent.

“Fixed Asset Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, that is or is intended under the terms of the Fixed Asset Collateral Documents to be subject to Liens in favor of the Fixed Asset Collateral Agent for the benefit of the Fixed Asset Secured Parties.

“Fixed Asset Collateral Agent” has the meaning set forth in the Preamble to this Agreement and shall include any successor thereto as well as any Person designated as the “Fixed Asset Collateral Agent,” “Notes Collateral Agent” or “Collateral Agent” under the Indenture or any Additional Pari Passu Fixed Asset Agreement.

“Fixed Asset Collateral Documents” means the Fixed Asset Security Agreement, the Fixed Asset Mortgages, all other “Security Documents” as defined in the Indenture and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection with the Indenture or any Additional Pari Passu Fixed Asset Agreement, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Fixed Asset Credit Parties” means the Borrower, Holdings, the other Guarantors and each other direct or indirect Subsidiary or parent of Holdings or any of its Affiliates that is now or hereafter becomes a party to any Fixed Asset Document.

“Fixed Asset Default” means an “Event of Default” or equivalent term (as defined in any of the Fixed Asset Documents).

“Fixed Asset DIP Financing” has the meaning assigned to that term in Section 6.1(b).

“Fixed Asset Documents” means the Indenture, the Notes, each Additional Pari Passu Fixed Asset Agreement, the Fixed Asset Collateral Documents and those other ancillary agreements as to which the Fixed Asset Collateral Agent or any other Fixed Asset Secured Party is a party or a beneficiary (including any intercreditor or joinder agreements) and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any Fixed Asset Credit Party or any of its

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respective Subsidiaries or Affiliates, and delivered to the Fixed Asset Collateral Agent, the Trustee or any Additional Pari Passu Fixed Asset Agent, in connection with any of the foregoing or any Fixed Asset Document, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Fixed Asset Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Fixed Asset Obligations or (except for this Agreement) under which rights or remedies with respect to any such Liens are governed.

“Fixed Asset Obligations” means the Notes Obligations and the Additional Pari Passu Fixed Asset Obligations. “Fixed Asset Obligations” shall include all Post-Petition Interest with respect to Fixed Asset Documents.

“Fixed Asset Priority Collateral” means all Fixed Asset Collateral other than to the extent constituting ABL Collateral.

“Fixed Asset Priority Collateral Proceeds Account” means one or more Deposit Accounts or Securities Accounts holding only the identifiable proceeds of any Fixed Asset Priority Collateral and the proceeds or investment thereof.

“Fixed Asset Secured Parties” means the Secured Parties (as defined in the Fixed Asset Security Agreement).

“Fixed Asset Security Agreement” means the Senior Notes Pledge and Security Agreement, dated as of the date hereof, among the Borrower, each of the other grantors from time to time party thereto and the Fixed Asset Collateral Agent, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Fixed Asset Standstill Period” has the meaning set forth in Section 3.1(a)(1).

“General Intangible” as defined in the UCC (or, with respect to any Canadian Grantor, the meaning given to the term “intangible” in the PPSA).

“Grantors” means the Borrower, Holdings, each other Guarantor and each other Person that has or may from time to time hereafter execute and deliver a Fixed Asset Collateral Document or a Revolving Credit Collateral Document as a “grantor” or “pledgor” (or the equivalent thereof).

“Guarantor” means, collectively, each “Guarantor” as defined in the Indenture, the 2016 Secured Notes Purchase Agreement and the Revolving Credit Agreement.

“Holder” means the “Holders” as defined in the Indenture and any holders of Additional Pari Passu Fixed Asset Obligations.

“Holdings” has the meaning set forth in the Preamble to this Agreement.

“Indebtedness” means “Indebtedness” within the meaning of the Indenture, the 2016 Secured Notes Purchase Agreement or the Revolving Credit Agreement, as applicable.

“Indenture” has the meaning given to such term in the recitals of this Agreement including, for the avoidance of doubt, any Refinancing of the Indenture in effect on the Issue Date.

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“Insolvency or Liquidation Proceeding” means:

(a)    any voluntary or involuntary case or proceeding under the Bankruptcy Code or any other Bankruptcy Law with respect to any Grantor;

(b)    any other voluntary or involuntary insolvency, reorganization, winding-up or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets (other than any merger, amalgamation, arrangement, consolidation, liquidation, windup or dissolution not involving bankruptcy that is expressly permitted pursuant to of the terms of each of theRevolving CreditAgreement, the 2016 Secured Notes Purchase Agreement and the Indenture);

(c)    any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (other than any merger, amalgamation, arrangement, consolidation, liquidation, windup or dissolution not involving bankruptcy that is expressly permitted pursuant to the terms of each of theRevolving CreditAgreement, the 2016 Secured Notes Purchase Agreement and the Indenture);

(d)    any case or proceeding seeking arrangement, adjustment, protection, relief or composition of any debt or other property of any Grantor;

(e)    any case or proceeding seeking the entry of an order of relief or the appointment of a custodian, receiver, interim receiver, monitor, trustee or other similar proceeding with respect to any Grantor or any property or Indebtedness of any Grantor; or

(f)    any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Grantor.

“Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, goodwill, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense as to which any Grantor is now or hereafter a party.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Mortgaged Premises” means any material real property which shall now or hereafter be subject to a Fixed Asset Mortgage.

“New Agent” has the meaning assigned to that term in Section 5.5.

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“New Debt Notice” has the meaning assigned to that term in Section 5.5.

“Notes” means (a) the initial $540,000,000 in aggregate principal amount of 6.000% Senior Priority Secured Notes due 2019 issued by the Borrower pursuant to the Indenture and (b) any additional notes issued under the Indenture by the Borrower, to the extent permitted by the Indenture, the 2016 Secured Notes Purchase Agreement and the Revolving Credit Agreement, in each case, including, for the avoidance of doubt, any Indebtedness incurred or issued by the Borrower that Refinances any of the foregoing.

“Notes Obligations” means all “Obligations” (as such term is defined in the Indenture) of the Borrower and the Guarantors in respect of the Notes, the Guarantees (as such term is defined in the Indenture), the Indenture and the Security Documents (as such term is defined in the Indenture). “Notes Obligations” shall include all Post-Petition Interest with respect to the Indenture, the Notes or the Guarantees (as such term is defined in the Indenture).

“Notice of Occupancy” has the meaning assigned to that term in Section 3.3(b).

“Obligations” means the Revolving Credit Obligations and the Fixed Asset Obligations.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” means all right, title and interest of any Person in and to all of the following, whether now owned or hereafter acquired:

(a)    all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including all such patents, registrations, recordings and applications of the Grantors described on Schedule 8 to the Fixed Asset Security Agreement, as such schedule may be supplemented from time to time; and

(b)    all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof and the inventions disclosed or claimed therein, including the right to make, use, sell and/or offer to sell the inventions disclosed or claimed therein.

“Payment Intangible” as defined in the UCC (or, with respect to any Canadian Grantor, the meaning given to the term “intangible” in the PPSA).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledged Collateral” has the meaning set forth in Section 5.4(a).

“Post-Petition Interest” means interest, fees, expenses and other charges that pursuant to the Fixed Asset Documents or the Revolving Credit Documents, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses

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and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.

“PPSA” means thePersonal Property Security Act (Ontario), including the regulations thereto, provided that if perfection or the effect of perfection or non-perfection or the priority of any Lien created under any of the Credit Documents on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than the Province of Ontario, “PPSA” means the Personal Property Security Act or such other applicable legislation (including the Civil Code (of Quebec)) in effect from time to time in such other jurisdiction in Canada for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Priority Collateral” means, with respect to the Revolving Credit Claimholders, all ABL Collateral, and with respect to the Fixed Asset Claimholders, all Fixed Asset Priority Collateral.

“Recovery” has the meaning set forth in Section 6.4.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Revolving Credit Agreement” has the meaning assigned to that term in the Recitals to this Agreement, including, for the avoidance of doubt, any Refinancing of the Revolving Credit Agreement in effect on the date hereof.

“Revolving Credit Claimholders” means, at any relevant time, the holders of Revolving CreditObligations at that time, including the “Secured Parties” as defined in the Revolving Security Agreementthe ABL Claimholders and the 2016 Secured Notes Claimholders.

“Revolving Credit Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Revolving Credit Obligations.

“Revolving Credit Collateral AgentAgents” has the meaning assigned to that term in the Preamble of this Agreement.

“Revolving Credit Collateral Documents” means the Security Documentsand any other agreement, document or instrument pursuant to which a Lien is granted by any Grantor securing anyRevolving CreditObligations or under which rights or remedies with respect to such Liens are governedABL Collateral Documents and the 2016 Secured Notes Collateral Documents.

“Revolving Credit Default” means an “Event of Default” (as defined in the Revolving Credit Agreement)ABL Default or a 2016 Secured Notes Default.

“Revolving Credit Documents” means the Revolving Credit Agreement and the other Loan Documents (as defined in the Revolving Credit Agreement), any Secured Bank Product Obligation (as defined in the Revolving Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any otherRevolving CreditObligation, and any other document or instrument executed or delivered at any time in connection with anyRevolving CreditObligations, including any intercreditor or joinder agreement among holders of Revolving Credit Obligations to the

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extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.ABL Credit Documents and the 2016 Secured Notes Documents.

“Revolving Credit Obligations” means all “the ABLObligations” (as defined in the Revolving Credit Agreement) and other obligations of every nature of each Grantor from time to time owed to any Revolving Credit Claimholder or any other respective Affiliates under the RevolvingCredit Documents, whether for principal, interest, reimbursement of amounts drawn under letters of credit, fees, expenses, indemnification or otherwise.“Revolving Credit Obligations” shall include all Post-Petition Interest with respect to Revolving Credit Documentsand the 2016 Secured Notes Obligations.

“Revolving Credit Party” means each “Loan Party” as defined in the Revolving Credit Agreement.

“Revolving Credit Standstill Period” has the meaning set forth in Section 3.2(a)(1).

“Revolving DIP Financing” has the meaning assigned to that term in Section 6.1(a).

“Revolving Security Agreement” means the Pledge and Security Agreement, dated as of April 16, 2013, among the Borrower, each of the other grantors from time to time party thereto and Bank of America, N.A., as collateral agent, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Securities Account” as defined in the UCC.

“STA” means the Securities Transfer Act, 2006 (Ontario), or to the extent applicable, similar legislation of any other jurisdiction, as amended from time to time.

“Supporting Obligations” as defined in the UCC.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now or hereafter owned by any Grantor, (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications filed in connection therewith, including registrations and applications in the United States Patent and Trademark Office, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including, without limitation, those listed on Schedule 9 to the Fixed Asset Security Agreement, as such schedule may be supplemented from time to time, (b) all goodwill associated therewith and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

“Trustee” has the meaning assigned to that term in the recitals of this Agreement.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of any Collateral Agent’s or any secured party’s security interest

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in any Collateral is governed by the Uniform Commercial Code as in effect from time to time in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

1.2.    Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

(a)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended in accordance with the terms of this Agreement (including in connection with any Refinancing);

(b)any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c)the words “herein,” “hereof’ and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d)all references herein to Sections shall be construed to refer to Sections of this Agreement;

(e)all references to terms defined in the UCC or the PPSA, as applicable, shall have the meaning ascribed to them therein (unless otherwise specifically defined herein); and

(f)the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2.    Lien Priorities.

2.1.    Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Fixed Asset Obligations granted on the Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of any UCC, the PPSA or any other applicable law or the Revolving Credit Documents or the Fixed Asset Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the Revolving Credit Obligations or Fixed Asset Obligations or any other circumstance whatsoever, theeach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, and the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, hereby each agrees that:

(a)any Lien of theany Revolving Credit Collateral Agent on the ABL Collateral, whether now or hereafter held by or on behalf of theany Revolving Credit Collateral Agent or any Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens on the ABL Collateral securing any Fixed Asset Obligations; and

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(b)any Lien of the Fixed Asset Collateral Agent on the Fixed Asset Priority Collateral, whether now or hereafter held by or on behalf of the Fixed Asset Collateral Agent, any Fixed Asset Claimholder or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Fixed Asset Priority Collateral securing any Revolving Credit Obligations.

2.2.    Prohibition on Contesting Liens. The Fixed Asset Collateral Agent, for itself and on behalf of each Fixed Asset Claimholder, and theeach Revolving Credit Collateral Agent, for itself and on behalf of eachapplicable Revolving Credit Claimholder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Revolving Credit Claimholders,or any of the Fixed Asset Claimholders in the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any Revolving Credit Claimholder or Fixed Asset Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Obligations as provided in Sections 2.1, 3.1 and 3.2.

2.3.    No New Liens.

(a)    Until the Discharge of Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that:

(1)    (a)    there shall be no Liens on any asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Revolving Credit Obligations; and

(2)(b)    there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien on such asset or property also secures the Fixed Asset Obligations.

(b)    To the extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secure the Revolving Credit Obligations or Fixed Asset Obligations, as applicable, without limiting any other rights and remedies available hereunder, theeach Revolving Credit Collateral Agent, on behalf of the applicableRevolving Credit Claimholders, and the Fixed Asset Collateral Agent, on behalf of the Fixed Asset Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

(c)    Notwithstanding anything to the contrary in clauses (a) and (b) above, this Section 2.3 shall not be violated with respect to any ABL Obligations if for any reason the ABL Collateral Agent expressly declines to accept a Mortgage, or releases a Mortgage, on the Mortgaged Property owned by Envelope Product Group, LLC and located at Route 866, Williamsburg, PA 16693.

2.4.    Similar Liens and Agreements. The parties hereto agree that it is their intention that the Revolving Credit Collateral and the Fixed Asset Collateral be identical.; provided that this provision will not be violated with respect to any ABL Obligations if for any reason the ABL Collateral

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Agent expressly declines to accept a Mortgage, or releases a Mortgage, on the Mortgaged Property owned by Envelope Product Group, LLC and located at Route 866, Williamsburg, PA 16693. In furtherance of the foregoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement:

(a)upon request by theany Revolving Credit Collateral Agent or the Fixed Asset Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Revolving Credit Collateral and the Fixed Asset Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Revolving Credit Documents and the Fixed Asset Documents; and

(b)that the Revolving Credit Collateral Documents, taken as a whole, and the Fixed Asset Collateral Documents, taken as a whole, shall be in all material respects the same forms of documents other than with respect to differences to reflect the nature of the financial arrangements and the relative lien priorities securing the Obligations thereunder with respect to the Fixed Asset Priority Collateral and the ABL Collateral as reflected in this Agreement.

SECTION 3.    Enforcement.

3.1.    Exercise of Remedies – Restrictions on Fixed Asset Collateral Agent.

(a)    Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Fixed Asset Collateral Agent and the Fixed Asset Claimholders:

(1)will not exercise or seek to exercise any rights or remedies with respect to any ABL Collateral (including the exercise of any right of setoff or any right under any lockbox agreement or any control agreement with respect to Deposit Accounts or Securities Accounts) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, however, that the Fixed Asset Collateral Agent or any Person authorized by it may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (A) the date on which the Fixed Asset Collateral Agent declared the existence of a Fixed Asset Default and demanded the repayment of all the principal amount of Fixed Asset Obligations; and (B) the date on which theDesignated Revolving Credit Collateral Agent received notice from the Fixed Asset Collateral Agent of such declaration of a Fixed Asset Default (the “Fixed Asset Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall the Fixed Asset Collateral Agent or any Fixed Asset Claimholder exercise any rights or remedies with respect to the ABL Collateral if, notwithstanding the expiration of the Fixed Asset Standstill Period, theany Revolving Credit Collateral Agent or Revolving Credit Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of such Collateral (prompt notice of such exercise to be given to the Fixed Asset Collateral Agent) or shall be stayed under applicable law from exercising such rights and remedies;

(2)will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by theany Revolving Credit Collateral Agent or any Revolving Credit Claimholder or any other exercise by theany Revolving Credit Collateral Agent or any Revolving Credit Claimholder of any rights and remedies relating to the ABL Collateral, whether under the Revolving Credit Documents or otherwise; and

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(3)subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by theany Revolving Credit Collateral Agent or any of the Revolving Credit Claimholders from bringing or pursuing any Collateral Enforcement Action;

provided, however, that, in the case of clauses (1), (2) and (3) above, the Liens granted to secure the Fixed Asset Obligations of the Fixed Asset Claimholders shall attach to the Proceeds thereof subject to the relative priorities described in Section 2.

(b)    Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, agrees that theeach Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of ABL Collateral by the respective Grantors after a Revolving Credit Default) make determinations regarding the release, disposition, or restrictions with respect to the ABL Collateral (including, without limitation, exercising remedies under Deposit Account Control Agreements and Dominion Accounts) without any consultation with or the consent of the Fixed Asset Collateral Agent or any Fixed Asset Claimholder; provided, however, that the Lien securing the Fixed Asset Obligations shall remain on the Proceeds (other than those properly applied to the Revolving Credit Obligations) of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the ABL Collateral, the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, agrees that theeach Revolving Credit Collateral Agent and the Revolving Credit Claimholders may enforce the provisions of the Revolving Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the ABL Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC or the PPSA and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. The Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, agrees that it will not seek, and hereby waives any right, to have any ABL Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral.

(c)    Notwithstanding the foregoing, the Fixed Asset Collateral Agent and any Fixed Asset Claimholder may:

(1)    file a claim, proof of claim or statement of interest with respect to the Fixed Asset Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor;

(2)    take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on any of the Collateral; provided that such action shall not be inconsistent with the terms of this Agreement and shall not be adverse to the priority status of the Liens on the ABL Collateral, or the rights of theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders to exercise remedies in respect thereof;

(3)    file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of the Fixed Asset Claimholders,

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including any claims secured by the ABL Collateral, if any, in each case in accordance with the terms of this Agreement;

(4)    file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement;

(5)    vote on any plan of reorganization or similar dispositive proposed plan or arrangement, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Fixed Asset Obligations and the Fixed Asset Priority Collateral; and

(6)    exercise any of its rights or remedies with respect to any of the Collateral after the termination of the Fixed Asset Standstill Period to the extent permitted by Section 3.1(a)(1).

The Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, agrees that it will not take or receive any ABL Collateral or any Proceeds of such Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any such Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Revolving Credit Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(c)(1) and this Section 3.1(c), the sole right of the Fixed Asset Collateral Agent and the Fixed Asset Claimholders with respect to the ABL Collateral is to hold a Lien on such Collateral pursuant to the Fixed Asset Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Revolving Credit Obligations has occurred.

(d)    Subject to Sections 3.1(a) and (c) and Section 6.3(c)(1):

(1)    the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, agrees that it will not, except as not prohibited herein, take any action that would hinder any exercise of remedies under the Revolving Credit Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the ABL Collateral, whether by foreclosure or otherwise;

(2)    the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, hereby waives any and all rights it or the Fixed Asset Claimholders may have as a junior lien creditor with respect to the ABL Collateral or otherwise to object to the manner in which theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders seek to enforce or collect the Revolving Credit Obligations or the Liens on the ABL Collateral securing the Revolving Credit Obligations granted in any of the Revolving Credit Documents or undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of theany Revolving Credit Collateral Agent or Revolving Credit Claimholders is adverse to the interest of the Fixed Asset Claimholders; and

(3)    the Fixed Asset Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any of the Fixed Asset Collateral Documents or any other Fixed Asset Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Revolving Credit Collateral AgentAgents or the Revolving Credit Claimholders with respect to the ABL Collateral as set forth in this Agreement and the Revolving Credit Documents.

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(e)    Except as otherwise specifically set forth in this Agreement, the Fixed Asset Collateral Agent and the Fixed Asset Claimholders may exercise rights and remedies as unsecured creditors against any Grantor and may exercise rights and remedies with respect to the Fixed Asset Priority Collateral, in each case, in accordance with the terms of the applicable Fixed Asset Documents and applicable law; provided, however, that in the event that any Fixed Asset Claimholder becomes a judgment Lien creditor in respect of ABL Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Fixed Asset Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Revolving Credit Obligations) as the other Liens securing the Fixed Asset Obligations are subject to this Agreement.

(f)    Nothing in this Agreement shall prohibit the receipt by the Fixed Asset Collateral Agent or any Fixed Asset Claimholders of payments of interest, principal and other amounts owed in respect of the applicable Fixed Asset Obligations so long as such receipt is not the direct or indirect result of the exercise by the Fixed Asset Collateral Agent or any Fixed Asset Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement of any Lien held by any of them, in each case in contravention of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies ofthe Revolving Credit Collateral AgentAgents or the Revolving Credit Claimholders may have against the Grantors under the Revolving Credit Documents, other than with respect to the Fixed Asset Priority Collateral solely to the extent expressly provided herein.

3.2.    Exercise of Remedies – Restrictions on Revolving Credit CollateralAgentAgents.

(a)    Until the Discharge of Fixed Asset Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders:

(1)    will not exercise or seek to exercise any rights or remedies with respect to any Fixed Asset Priority Collateral or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, however, that theany Revolving Credit Collateral Agent may exercise the rights provided for in Section 3.3 (with respect to any Access Period) and may exercise any or all such other rights or remedies after the passage of a period of at least 180 days has elapsed since the later of (A) the date on which thesuch Revolving Credit Collateral Agent declared the existence of any Revolving Credit Default and demanded the repayment of all the principal amount of any Revolving Credit Obligations and (B) the date on which the Fixed Asset Collateral Agent received notice from thesuch Revolving Credit Collateral Agent of such declaration of a Revolving Credit Default (the “Revolving Credit Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall theany Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercise any rights or remedies (other than those under Section 3.3) with respect to the Fixed Asset Priority Collateral if, notwithstanding the expiration of the Revolving Credit Standstill Period, the Fixed Asset Collateral Agent shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of such Collateral (prompt notice of such exercise to be given to the Revolving Credit Collateral AgentAgents) or shall be stayed under applicable law from exercising such rights and remedies;

(2)    will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by the Fixed Asset Collateral Agent or any Fixed Asset Claimholder or any other exercise by a Fixed Asset Collateral Agent or any Fixed Asset Claimholder of any rights and remedies relating to the Fixed Asset Priority Collateral, whether under the Fixed Asset Documents or otherwise; and

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(3)    subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.2(c), will not object to the forbearance by the Fixed Asset Collateral Agent or Fixed Asset Claimholders from bringing or pursuing any Collateral Enforcement Action;

provided, however, that in the case of clauses (1), (2) and (3) above, the Liens granted to secure the Revolving Credit Obligations of the Revolving Credit Claimholders shall attach to the Proceeds thereof subject to the relative priorities described in Section 2.

(b)    Until the Discharge of Fixed Asset Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, theeach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agent and the Fixed Asset Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of Fixed Asset Priority Collateral by the respective Grantors after a Fixed Asset Default) make determinations regarding the release, disposition, or restrictions with respect to the Fixed Asset Priority Collateral without any consultation with or the consent of theany Revolving Credit Collateral Agent or any Revolving Credit Claimholder; provided, however, that the Lien securing the Revolving Credit Obligations shall remain on the Proceeds (other than those properly applied to the Fixed Asset Obligations) of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Fixed Asset Priority Collateral, theeach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agent and the Fixed Asset Claimholders may enforce the provisions of the Fixed Asset Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Fixed Asset Priority Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC or the PPSA and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction.

(c)    Notwithstanding the foregoing, theany Revolving Credit Collateral Agent and any Revolving Credit Claimholder may:

(1)    file a claim, proof of claim or statement of interest with respect to the Revolving Credit Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor;

(2)    take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on any of the Collateral; provided that such action shall not be inconsistent with the terms of this Agreement and shall not be adverse to the priority status of the Liens on the Fixed Asset Priority Collateral, or the rights of the Fixed Asset Collateral Agent or any of the Fixed Asset Claimholders to exercise remedies in respect thereof;

(3)    file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of the Revolving Credit Claimholders, including any claims secured by the Fixed Asset Priority Collateral, if any, in each case in accordance with the terms of this Agreement;

(4)    file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or

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Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement;

(5)    vote on any plan of reorganization or arrangement, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Revolving Credit Obligations and the ABL Collateral; and

(6)    exercise any of its rights or remedies with respect to any of the Collateral after the termination of the Revolving Credit Standstill Period to the extent permitted by Section 3.2(a)(1).

TheEach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, agrees that it will not take or receive any Fixed Asset Priority Collateral or any Proceeds of such Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any such Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Fixed Asset Obligations has occurred, except as expressly provided in Sections 3.2(a), 3.3, 3.4 and 6.3(c)(2) and this Section 3.2(c), the sole right of the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders with respect to the Fixed Asset Priority Collateral is to hold a Lien on such Collateral pursuant to the Revolving Credit Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Fixed Asset Obligations has occurred.

(d)    Subject to Sections 3.2(a) and (c) and Sections 3.3 and 6.3(c)(2):

(1)    theeach Revolving Credit Collateral Agent, for itself and on behalf of the applicableRevolving Credit Claimholders, agrees that thesuch Revolving Credit Collateral Agent and theapplicable Revolving Credit Claimholders will not, except as not prohibited herein, take any action that would hinder any exercise of remedies under the Fixed Asset Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Fixed Asset Priority Collateral, whether by foreclosure or otherwise;

(2)    theeach Revolving Credit Collateral Agent, for itself and on behalf of the applicableRevolving Credit Claimholders, hereby waives any and all rights it or theapplicable Revolving Credit Claimholders may have as a junior lien creditor with respect to the Fixed Asset Priority Collateral or otherwise to object to the manner in which the Fixed Asset Collateral Agent or the Fixed Asset Claimholders seek to enforce or collect the Fixed Asset Obligations or the Liens on the Fixed Asset Priority Collateral securing the Fixed Asset Obligations granted in any of the Fixed Asset Documents or undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Fixed Asset Collateral Agent or the Fixed Asset Claimholders is adverse to the interest of the Revolving Credit Claimholders; and

(3)    theeach Revolving Credit Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any of the Revolving Credit Collateral Documents or any other Revolving Credit Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Fixed Asset Collateral Agent or the Fixed Asset Claimholders with respect to the Fixed Asset Priority Collateral as set forth in this Agreement and the Fixed Asset Documents.

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(e)    Except as otherwise specifically set forth in Sections 3.2(a) and (d), Section 3.5 and Section 5, the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders may exercise rights and remedies as unsecured creditors against any Grantor and may exercise rights and remedies with respect to the ABL Collateral, in each case, in accordance with the terms of the Revolving Credit Documents and applicable law; provided, however, that in the event that any Revolving Credit Claimholder becomes a judgment Lien creditor in respect of Fixed Asset Priority Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Revolving Credit Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Fixed Asset Obligations) as the other Liens securing the Revolving Credit Obligations are subject to this Agreement.

(f)    Nothing in this Agreement shall prohibit the receipt by theany Revolving Credit Collateral Agent or any Revolving Credit Claimholders of payments of interest, principal and other amounts owed in respect of the Revolving Credit Obligations so long as such receipt is not the direct or indirect result of the exercise by theany Revolving Credit Collateral Agent or any Revolving Credit Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement of any Lien held by any of them, in each case in contravention of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Fixed Asset Collateral Agent or the Fixed Asset Claimholders may have against the Grantors under the Fixed Asset Documents, other than with respect to the ABL Collateral solely to the extent expressly provided herein.

3.3.    Exercise of Remedies – Collateral Access Rights.

(a)    TheEach Revolving Credit Collateral Agent and the Fixed Asset Collateral Agent agree not to commence any Collateral Enforcement Action until an Enforcement Notice has been given to the other Collateral Agents. Subject to the provisions of Sections 3.1 and 3.2 above, any Collateral Agent may join in any judicial proceedings commenced by any other Collateral Agent to enforce Liens on the Collateral, provided that no Collateral Agent, nor the Revolving Credit Claimholders or the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has the priority Lien in accordance herewith.

(b)    If the Fixed Asset Collateral Agent, or any agent or representative of the Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Mortgaged Premises, the Fixed Asset Collateral Agent shall promptly notify theDesignated Revolving Credit Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and theDesignated Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Fixed Asset Collateral Agent as to whether theDesignated Revolving Credit Collateral Agent desires to exercise access rights under this Agreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to theDesignated Revolving Credit Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Fixed Asset Collateral Agent shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Fixed Asset Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. In the event that theDesignated Revolving Credit Collateral Agent elects to exercise its access rights as provided in this Agreement, the Fixed Asset Collateral Agent agrees, for itself and on behalf of the Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the DesignatedRevolving Credit Collateral Agent, the Fixed Asset Collateral Agent shall (i) provide access rights to the Revolving Credit Collateral AgentAgents for the duration of the Access Period in accordance with this Agreement and (ii)

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if such a sale or other disposition occurs prior to theDesignated Revolving Credit Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall request that the purchaser or other transferee of such Mortgaged Premises agree to provide theeach Revolving Credit Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to theeach Revolving Credit Collateral Agent for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement.

(c)    Upon delivery of notice to the Fixed Asset Collateral Agent as provided in Section 3.3(b), the Access Period shall commence for the subject parcel of Mortgaged Premises. During the Access Period, theeach Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of ABL Collateral, including the production, completion, packaging and other preparation of such ABL Collateral for sale or disposition. During any such Access Period, theeach Revolving Credit Collateral Agent and its agents, representatives and designees (and Persons employed on their respective behalves), may continue to operate, service, maintain, process and sell the ABL Collateral, as well as to engage in bulk sales of ABL Collateral. TheEach Revolving Credit Collateral Agent shall take proper care of any Fixed Asset Priority Collateral that is used by thesuch Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by thesuch Revolving Credit Collateral Agent or its agents, representatives or designees and theeach Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Fixed Asset Priority Collateral. TheEach Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Fixed Asset Collateral Agent and the Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. TheEach Revolving Credit Collateral Agent and the Fixed Asset Collateral Agent shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Fixed Asset Collateral Agent to show the Fixed Asset Priority Collateral to prospective purchasers and to ready the Fixed Asset Priority Collateral for sale.

(d)    If any order or injunction is issued or stay is granted which prohibits theany Revolving Credit Collateral Agent from exercising any of its rights hereunder, then at thesuch Revolving Credit Collateral Agent’s option, the Access Period granted to thesuch Revolving Credit Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If the Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Fixed Asset Priority Collateral, the Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring the Fixed Asset Priority Collateral subject to the terms of this Agreement.

3.4.    Exercise of Remedies – Intellectual Property Rights/Access to Information. The Fixed Asset Collateral Agent and each Grantor hereby grants (to the full extent of their respective rights and interests) the Revolving Credit Collateral AgentAgents and itstheir agents, representatives and designees (a) a royalty free, rent free non-exclusive license and lease to use all of the Fixed Asset Priority Collateral constituting Intellectual Property, to complete the sale of inventory and (b) a royalty free non-exclusive license (which will be binding on any successor or assignee of the Intellectual Property) to use any and all Intellectual Property, in each case, at any time in connection with its Collateral Enforcement Action; provided, however, the royalty free, rent free non-exclusive license and lease granted in clause (a) shall immediately expire upon the sale, lease, transfer or other disposition of all such inventory.

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3.5.    Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds.

(a)    TheEach Revolving Credit Collateral Agent, for itself and on behalf of theapplicable Revolving Credit Claimholders, acknowledges and agrees that, to the extent theany Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantors’ Deposit Accounts or Securities Accounts that contain identifiable Proceeds of Fixed Asset Priority Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to constitute Fixed Asset Priority Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by theany Revolving Credit Collateral Agent against any ABL Collateral to the extent applied to the payment of Revolving Credit Obligations.

(b)    The Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, also agrees that prior to an issuance of an Enforcement Notice, all funds deposited in an account subject to a Deposit Account Control Agreement or a Dominion Account (in each case as defined in the Revolving Credit Agreement) that constitute ABL Collateral and then applied to the Revolving Credit Obligations shall be treated as ABL Collateral and, unless theany Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to theany Revolving Credit Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such Deposit Account Control Agreements or Dominion Accounts, respectively, are Proceeds of or otherwise constitute Fixed Asset Priority Collateral are waived by the Fixed Asset Collateral Agent and the Fixed Asset Claimholders.

(c)    TheEach Revolving Credit Collateral Agent, for itself and on behalf of theapplicable Revolving Credit Claimholders, and the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, further agree that prior to an issuance of an Enforcement Notice, any Proceeds of Collateral, whether or not deposited in an account subject to a deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

SECTION 4.    Payments.

4.1.    Application of Proceeds.

(a)    So long as the Discharge of Revolving Credit Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all ABL Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by theany Revolving Credit Collateral Agent or any Revolving Credit Claimholder, shall be applied by the Revolving Credit Collateral AgentAgents to the Revolving Credit Obligations in such order as specified in the relevant Revolving Credit Documents. Upon the Discharge of Revolving Credit Obligations, theeach Revolving Credit Collateral Agent shall deliver to the Fixed Asset Collateral Agent any Collateral and Proceeds of Collateral held by it as a result of the exercise of remedies in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Fixed Asset Collateral Agent to the Fixed Asset Obligations in such order as specified in the relevant Fixed Asset Documents.

(b)    So long as the Discharge of Fixed Asset Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all

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Fixed Asset Priority Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by the Fixed Asset Collateral Agent or any Fixed Asset Claimholder, shall be applied by the Fixed Asset Collateral Agent to the Fixed Asset Obligations in such order as specified in the relevant Fixed Asset Documents. Upon the Discharge of Fixed Asset Obligations, the Fixed Asset Collateral Agent shall deliver to the DesignatedRevolving Credit Collateral Agent any Collateral and Proceeds of Collateral held by it as a result of the exercise of remedies in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Revolving Credit Collateral AgentAgents to the Revolving Credit Obligations in such order as specified in the relevant Revolving Credit Documents.

4.2.    Payments Over in Violation of Agreement. So long as neither the Discharge of Revolving Credit Obligations nor the Discharge of Fixed Asset Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by any Collateral Agent or any Fixed Asset Claimholders or Revolving Credit Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the appropriateDesignated Revolving Credit Collateral Agent or the Fixed Asset Collateral Agent for the benefit of the Fixed Asset Claimholders or the Revolving Credit Claimholders, as the case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each Collateral Agent is hereby authorized by the other Collateral AgentAgents to make any such endorsements as agent for the other Collateral AgentAgents or any Fixed Asset Claimholders or Revolving Credit Claimholders, as the case may be. This authorization is coupled with an interest and is irrevocable until the Discharge of Revolving Credit Obligations and Discharge of Fixed Asset Obligations.

4.3.    Application of Payments. Subject to the other terms of this Agreement, all payments received by (a) theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders may be applied, reversed and reapplied, in whole or in part, to the Revolving Credit Obligations to the extent provided for in the Revolving Credit Documents and (b) the Fixed Asset Collateral Agent or the Fixed Asset Claimholders may be applied, reversed and reapplied, in whole or in part, to the Fixed Asset Obligations.

4.4.    Reinstatement.

(a)    To the extent any payment with respect to any Revolving Credit Obligation (whether by or on behalf of any Grantor, as Proceeds of security, enforcement of any right of setoff or otherwise) is declared to be and is avoided as a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Fixed Asset Claimholders, receiver or similar Person, whether in connection with any Insolvency or Liquidation Proceeding or otherwise, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Revolving Credit Claimholders and the Fixed Asset Claimholders, be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent that any interest, fees, expenses or other charges (including, without limitation, Post-Petition Interest) to be paid pursuant to the Revolving Credit Documents are disallowed by order of any court, including, without limitation, by order of a Bankruptcy Court in any Insolvency or Liquidation Proceeding, such interest, fees, expenses and charges (including, without limitation, Post-Petition Interest) shall, as between the Revolving Credit Claimholders and the Fixed Asset Claimholders, be deemed to continue to accrue and be added to the amount to be calculated as the “Revolving Credit Obligations.”

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(b)    To the extent any payment with respect to any Fixed Asset Obligation (whether by or on behalf of any Grantor, as Proceeds of security, enforcement of any right of setoff or otherwise) is declared to be and is avoided as a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Revolving Credit Claimholders, receiver or similar Person, whether in connection with any Insolvency or Liquidation Proceeding or otherwise, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Fixed Asset Claimholders and the Revolving Credit Claimholders, be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent that any interest, fees, expenses or other charges (including, without limitation, Post-Petition Interest) to be paid pursuant to the Fixed Asset Documents are disallowed by order of any court, including, without limitation, by order of a Bankruptcy Court in any Insolvency or Liquidation Proceeding, such interest, fees, expenses and charges (including, without limitation, Post-Petition Interest) shall, as between the Fixed Asset Claimholders and the Revolving Credit Claimholders, be deemed to continue to accrue and be added to the amount to be calculated as the “Fixed Asset Obligations.”

SECTION 5.    Other Agreements.

5.1.    Releases.

(a)    (i) If in connection with the exercise of theany Revolving Credit Collateral Agent’s remedies in respect of any Collateral as provided for in Section 3.1, theany Revolving Credit Collateral Agent, for itself or on behalf of any of theapplicable Revolving Credit Claimholders, releases any of its Liens on any part of the ABL Collateral, then the Liens, if any, of the Fixed Asset Collateral Agent, for itself or for the benefit of the Fixed Asset Claimholders, on the ABL Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Fixed Asset Collateral Agent, for itself or on behalf of the Fixed Asset Claimholders, promptly shall execute and deliver to thesuch Revolving Credit Collateral Agent or such Grantor such termination statements, financing change statements, releases and other documents as thesuch Revolving Credit Collateral Agent or such Grantor may reasonably request to effectively confirm such release.

(ii)    If in connection with the exercise of the Fixed Asset Collateral Agent’s remedies in respect of any Collateral as provided for in Section 3.2, the Fixed Asset Collateral Agent, for itself or on behalf of any of the Fixed Asset Claimholders, releases any of its Liens on any part of the Fixed Asset Priority Collateral, then the Liens, if any, of theeach Revolving Credit Collateral Agent, for itself or for the benefit of theapplicable Revolving Credit Claimholders, on the Fixed Asset Priority Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. TheEach Revolving Credit Collateral Agent, for itself or on behalf of any suchapplicable Revolving Credit Claimholders, promptly shall execute and deliver to the Fixed Asset Collateral Agent or such Grantor such termination statements, financing change statements, releases and other documents as the Fixed Asset Collateral Agent or such Grantor may reasonably request to effectively confirm such release.

(b)    If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of both the Revolving Credit Documents and the Fixed Asset Documents (other than in connection with the exercise of the respective Collateral Agent’s rights and remedies in respect of their Priority Collateral as provided for in Sections 3.1 and 3.2), (i) theeach Revolving Credit Collateral Agent, for itself or on behalf of any of theapplicable Revolving Credit Claimholders, releases any of its Liens on any part of the ABL Collateral, in each case other than (A) in connection with the Discharge of Revolving Credit Obligations or (B) after the occurrence and during the continuance of a Fixed Asset Default, then the Liens, if any, of the Fixed Asset Collateral Agent, for itself or for the benefit of the Fixed Asset Claimholders, on such Collateral

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shall be automatically, unconditionally and simultaneously released, and (ii) the Fixed Asset Collateral Agent, for itself or on behalf of any of the Fixed Asset Claimholders, releases any of its Liens on any part of the Fixed Asset Priority Collateral, in each case other than (A) in connection with the Discharge of Fixed Asset Obligations or (B) after the occurrence and during the continuance of a Revolving Credit Default, then the Liens, if any, of theeach Revolving Credit Collateral Agent, for itself or for the benefit of theapplicable Revolving Credit Claimholders, on such Collateral (or, if such Collateral includes the Capital Stock of any Subsidiary, the Liens on Collateral owned by such Subsidiary) shall be automatically, unconditionally and simultaneously released. TheEach Revolving Credit Collateral Agent and the Fixed Asset Collateral Agent, each for itself and on behalf of any suchapplicable Revolving Credit Claimholders or Fixed Asset Claimholders, as the case may be, promptly shall execute and deliver to the other Collateral Agents or such Grantor such termination statements, financing change statements, releases and other documents as the other Collateral Agents or such Grantor may reasonably request to effectively confirm such release.

(c)    Until the Discharge of Revolving Credit Obligations and Discharge of Fixed Asset Obligations shall occur, theeach Revolving Credit Collateral Agent, for itself and on behalf of theapplicable Revolving Credit Claimholders, and the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, as the case may be, hereby irrevocably constitutes and appoints the other Collateral Agents and any officer or agent of any other Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such other Collateral Agent or such holder or in such Collateral Agent’s own name, from time to time in such Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. NeitherNo Collateral Agent shall have any liability with respect to any action taken by theany other Collateral Agent or any officer or agent of theany other Collateral Agent pursuant to such appointment.

(d)    Until the Discharge of Revolving Credit Obligations and Discharge of Fixed Asset Obligations shall occur, to the extent that the Collateral Agents or the Revolving Credit Claimholders or the Fixed Asset Claimholders (i) have released any Lien on Collateral and such Lien is later reinstated or (ii) obtain any new Liens from any Grantor, then each other Collateral Agent, for itself and for theapplicable Revolving Credit Claimholders or Fixed Asset Claimholders, as the case may be, shall be granted a Lien on any such Collateral, subject to the lien priority provisions of this Agreement.

5.2.    Insurance.

(a)    Unless and until the Discharge of Revolving Credit Obligations has occurred, subject to the terms of, and the rights of the Grantors under, the Revolving Credit Documents, the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders agrees, that (i) in accordance with the terms of the applicable Credit Documents, the DesignatedRevolving Credit Collateral Agent shall have the sole and exclusive right to adjust settlement for any insurance policy covering the ABL Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting such Collateral; (ii) in accordance with the terms of the applicable Credit Documents, all Proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of such Collateral and to the extent required by the Revolving Credit Documents shall be paid to theDesignated Revolving Credit Collateral Agent for the benefit of the Revolving Credit Claimholders pursuant to the terms of the Revolving Credit Documents (including, without limitation, for purposes of cash collateralization of letters of credit) and thereafter, to the extent no Revolving Credit Obligations are outstanding, and subject to the rights of the Grantors under the Fixed Asset Documents, to the Fixed

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Asset Collateral Agent for the benefit of the Fixed Asset Claimholders to the extent required under the Fixed Asset Collateral Documents and then, to the extent no Fixed Asset Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct, and (iii) if the Fixed Asset Collateral Agent or any Fixed Asset Claimholders shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such Proceeds over to theDesignated Revolving Credit Collateral Agent in accordance with the terms of Section 4.2.

(b)    Unless and until the Discharge of Fixed Asset Obligations has occurred, subject to the terms of, and the rights of the Grantors under, the Fixed Asset Documents, theeach Revolving Credit Collateral Agent, for itself and on behalf of theapplicable Revolving Credit Claimholders, agrees that (i) in accordance with the terms of the applicable Credit Documents, the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Fixed Asset Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting such Collateral; (ii) in accordance with the terms of the applicable Credit Documents, all Proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of such Collateral and to the extent required by the Fixed Asset Documents shall be paid to the Fixed Asset Collateral Agent for the benefit of the Fixed Asset Claimholders pursuant to the terms of the Fixed Asset Documents and thereafter, to the extent no Fixed Asset Obligations are outstanding, and subject to the rights of the Grantors under the Revolving Credit Documents, to theDesignated Revolving Credit Collateral Agent for the benefit of the Revolving Credit Claimholders to the extent required under the Revolving Credit Collateral Documents and then, to the extent no Revolving Credit Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct, and (iii) in accordance with the terms of the applicable Credit Documents, if theany Revolving Credit Collateral Agent or any Revolving Credit Claimholders shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such Proceeds over to the Fixed Asset Collateral Agent in accordance with the terms of Section 4.2.

(c)    To effectuate the foregoing, the Collateral Agents shall each receive separate lender’s loss payable endorsements naming themselves as loss payee and additional insured, as their interests may appear, with respect to policies which insure Collateral hereunder. To the extent any Proceeds are received for business interruption or for any liability or indemnification and those Proceeds are not compensation for a casualty loss with respect to the Fixed Asset Priority Collateral, such Proceeds shall first be applied to repay the Revolving Credit Obligations (to the extent required pursuant to the Revolving Credit AgreementDocuments) and then be applied, to the extent required by the Fixed Asset Documents, to the Fixed Asset Obligations.

5.3.    Amendments to Revolving Credit Documents and Fixed Asset Documents; Refinancing.

(a)    The Fixed Asset Documents may be amended, amended and restated, replaced, supplemented or otherwise modified in accordance with their terms, and the Indenture and each Additional Pari Passu Fixed Asset Agreement may be Refinanced, in each case, without notice to, or the consent of, theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders, all without affecting the lien priorities or other provisions of this Agreement; provided, however, that any such Refinancing shall comply with Section 5.5 and shall not contravene any provision of this Agreement.

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(b)    The Revolving Credit Documents may be amended, amended and restated, replaced, supplemented or otherwise modified in accordance with their terms, and the Revolving CreditAgreement and 2016 Secured Notes Purchase Agreement may be Refinanced, in each case, without notice to, or the consent of, the Fixed Asset Collateral Agent or the Fixed Asset Claimholders, all without affecting the lien priorities or other provisions of this Agreement; provided, however, that any such Refinancing shall comply with Section 5.5 and shall not contravene any provision of this Agreement.

(c)    On or after any Refinancing, and the receipt of notice thereof, which notice shall include the identity of anany new or replacement Collateral Agent or other agent serving the same or similar function, each existing Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such new or replacement Collateral Agent may reasonably request in order to provide to such new or replacement Collateral Agent the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement.

(d)    The Revolving Credit Collateral AgentAgents and the Fixed Asset Collateral Agent shall each use good faith efforts to notify the other parties hereto of any written amendment or modification to any Revolving CreditLoan Document or any Fixed Asset Document, as applicable, but the failure to do so shall not create a cause of action against or give rise to any liability for the party failing to give such notice or create any claim or right on behalf of any third party.

5.4.    Bailees for Perfection.

(a)    Each Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or the PPSA (such Collateral being the “Pledged Collateral”) as collateral agent for the Revolving Credit Claimholders or the Fixed Asset Claimholders, as the case may be, and as bailee for the other Collateral Agents (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the Revolving Credit Documents and the Fixed Asset Documents, respectively, subject to the terms and conditions of this Section 5.4.

(b)    No Collateral Agent shall have any obligation whatsoever to the other Collateral Agents, to any Revolving Credit Claimholder, or to any Fixed Asset Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the respective Collateral Agents under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Revolving Credit Obligations or Discharge of Fixed Asset Obligations, as the case may be, as provided in paragraph (d) below.

(c)    No Collateral Agent acting pursuant to this Section 5.4 shall have by reason of the Revolving Credit Documents, the Fixed Asset Documents, this Agreement or any other document a fiduciary relationship in respect of the other Collateral Agent, or any Revolving Credit Claimholders or any Fixed Asset Claimholders.

(d)    Upon the Discharge of Revolving Credit Obligations or the Discharge of Fixed Asset Obligations, as the case may be, the Collateral Agent under the debt facility or indenture which has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements and without recourse or warranty, first, to the otheranother Collateral Agent (for the

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avoidance of doubt, in the case of the Discharge of Revolving Credit Obligations, to the Fixed Asset Collateral Agent, and in the case of the Discharge of Fixed Asset Obligations, to the Designated Revolving Credit Collateral Agent) to the extent the other Obligations (other than Contingent Obligations) remain outstanding, and second, to the applicable Grantor to the extent no Revolving Credit Obligations or Fixed Asset Obligations, as the case may be, remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). Each Collateral Agent further agrees, to the extent that any other Obligations (other than applicable Contingent Obligations) remain outstanding, to take all other commercially reasonable action as shall be reasonably requested by any other Collateral Agent, at the sole cost and expense of the Credit Parties, to permit such other Collateral Agent to obtain, for the benefit of the Revolving Credit Claimholders or Fixed Asset Claimholders, as applicable, a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct.

(e)    Subject to the terms of this Agreement, (i) so long as the Discharge of Revolving Credit Obligations has not occurred, theeach Revolving Credit Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Revolving Credit Documents, but only to the extent that such Collateral constitutes ABL Collateral, as if the Liens of the Fixed Asset Collateral Agent and Fixed Asset Claimholders did not exist and (ii) so long as the Discharge of Fixed Asset Obligations has not occurred, the Fixed Asset Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Fixed Asset Documents, but only to the extent that such Collateral constitutes Fixed Asset Priority Collateral, as if the Liens of the Revolving Credit Collateral AgentAgents and Revolving Credit Claimholders did not exist. In furtherance of the foregoing, in connection with any deposit account control agreement or securities account control agreement to which any Revolving Credit Collateral Agent and the Fixed Asset Collateral Agent are parties,promptly following the Discharge of Revolving Credit Obligations, unless a New Debt Notice in respect of new Revolving Credit Documents shall have been delivered as provided in Section 5.5 below, thesuch Revolving Credit Collateral Agent hereby agrees to deliver, at the cost and expense of the Credit Parties, to eachdeposit bank and securities intermediary, if any, that is counterparty to a deposit account control agreement or securities account control agreement, as applicable, written notice as contemplated in such deposit account control agreement or securities account control agreement, as applicable, directing suchdeposit bank or securities intermediary, as applicable, to comply with the instructions of the Fixed Asset Collateral Agent, unless the Discharge of Fixed Asset Obligations has occurred (as certified to the Revolving Credit Collateral AgentAgents by the Borrower), in which case, such deposit account control agreement or securities account control agreement, as the case may be, shall be terminated.With respect to any deposit account control agreement or securities account control agreement executed by the ABL Collateral Agent and any Grantor pursuant to any ABL Credit Document prior to the date the 2016 Secured Notes Obligations were initially incurred and to the extent the same continues to be in favor of the ABL Collateral Agent, each party hereto agrees that unless the Liens on the applicable deposit account or securities account in favor of the 2016 Secured Notes Collateral Agent shall have been or concurrently are released, the ABL Collateral Agent, the 2016 Secured Notes Collateral Agent and the applicable Grantors shall, substantially concurrently with the Discharge of ABL Obligations, notify in writing the applicable deposit bank or securities intermediary that upon and following the date such written notice is delivered, the 2016 Secured Notes Collateral Agent shall constitute the “Revolving Credit Collateral Agent” (or similar term) under such control agreement as a permitted successor of the ABL Collateral Agent (which written notice shall (i) state that the 2016 Secured Notes Collateral Agent is the permitted successor of the ABL Collateral Agent under such control agreement, (ii) include the notice address for the 2016 Secured Notes Collateral Agent, (iii) include an agreement by the 2016 Secured Notes Collateral Agent to be bound by all of the terms and conditions of such control agreement in such capacity and (iv) be signed by the ABL Collateral Agent, the 2016 Secured Notes Collateral Agent and the applicable Grantor), and, upon the occurrence of the

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Discharge of ABL Obligations and the delivery of such written notice, the parties hereto hereby acknowledge and agree that the 2016 Secured Notes Collateral Agent shall constitute the successor “Revolving Credit Collateral Agent” (or similar term) under such control agreement and shall be bound by the terms and conditions thereof in such capacity. The ABL Collateral Agent agrees that, upon the Discharge of ABL Obligations, all of its rights as the “Revolving Credit Collateral Agent” (or similar term) under any such control agreement is deemed assigned to the 2016 Secured Notes Collateral Agent; provided that the ABL Collateral Agent shall have no obligation (other than to deliver the written notice described in the immediately preceding sentence in accordance with the terms of the immediately preceding sentence) to the 2016 Secured Notes Collateral Agent or any 2016 Secured Notes Claimholder to ensure the effectiveness or preserve the rights or benefits of such control agreements. In connection therewith, the Fixed Asset Collateral Agent agrees to take any further actions or execute and deliver such further documents within its power and authority, in each case pursuant to Section 8.8, as the 2016 Secured Notes Collateral Agent may reasonably request to effectuate the foregoing under any such control agreement (including, without limitation, notifying the applicable depositary bank or securities intermediary that the 2016 Secured Notes Collateral Agent is the successor “Revolving Credit Collateral Agent” (or similar term) under such control agreement and, to the extent required in order for the 2016 Secured Notes Collateral Agent to exercise its rights under such control agreement as the “Revolving Credit Collateral Agent” (or similar term) thereunder, sending any notices to the depositary bank or securities intermediary (as applicable) thereunder).

(f)    Notwithstanding anything in this Agreement to the contrary:

(1)    eachof the Revolving Credit Collateral Agent, for itself and on behalf of the applicableRevolving Credit Claimholders, agrees that any requirement under any Revolving Credit Collateral Document that any Grantor deliver any Collateral that constitutes Fixed Asset Priority Collateral to thesuch Revolving Credit Collateral Agent, or that requires any Grantor to vest thesuch Revolving Credit Collateral Agent with possession or “control” (as defined in the UCC or in the manner provided for in the STA) of any Collateral that constitutes Fixed Asset Priority Collateral, in each case, shall be deemed satisfied to the extent that, prior to the Discharge of Fixed Asset Obligations (other than Contingent Obligations), such Collateral is delivered to the Fixed Asset Collateral Agent, or the Fixed Asset Collateral Agent shall have been vested with such possession or (unless, pursuant to the UCC or the STA, as applicable, control may be given concurrently to the Revolving Credit Collateral AgentAgents and the Fixed Asset Collateral Agent) “control,” in each case, subject to the provisions of this Section 5.4; and

(2)    the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, agrees that any requirement under any Fixed Asset Collateral Document that any Grantor deliver any Collateral that constitutes ABL Collateral to the Fixed Asset Collateral Agent, or that requires any Grantor to vest the Fixed Asset Collateral Agent with possession or “control” (as defined in the UCC or in the manner provided for in the STA) of any Collateral that constitutes ABL Collateral, in each case, shall be deemed satisfied to the extent that, prior to the Discharge of Revolving Credit Obligations (other than Contingent Obligations), such Collateral is delivered to the DesignatedRevolving Credit Collateral Agent, or theDesignated Revolving Credit Collateral Agent shall have been vested with such possession or (unless, pursuant to the UCC or STA, as applicable, control may be given concurrently to the Fixed Asset Collateral Agent and the Revolving Credit Collateral AgentAgents) “control,” in each case, subject to the provisions of this Section 5.4.

(g)    The parties hereto further agree that to the extent the anyRevolving Credit Collateral Agent is specified as the lienholder on the certificates of title with respect to any Motor Vehicles (as defined in the Fixed Asset Security Agreement) of any Grantor, then (including for the

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purposes of the applicable state certificate of title laws and any other applicable laws) thesuch Revolving Credit Collateral Agent shall act as agent for both the Revolving Credit Claimholders and the Fixed Asset Claimholders in order to perfect and secure both the Revolving Credit Obligations and the Fixed Asset Obligations, provided that, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of the Revolving Credit Claimholders and the Fixed Asset Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. In furtherance of the foregoing, (i) the Fixed Asset Collateral Agent hereby appoints the DesignatedRevolving Credit Collateral Agent as its collateral agent for the limited purpose of acting as the agent on behalf of the Fixed Asset Claimholders with respect to the applicable Motor Vehicles solely for purposes of perfecting the Liens of such parties on such Motor Vehicles and releasing such Liens when required by the terms of the Fixed Asset Documents and (ii) in order to secure the prompt payment and performance of the Fixed Asset Obligations, each Grantor hereby grants to theDesignated Revolving Credit Collateral Agent, as agent for the Fixed Asset Claimholders, a security interest in all right, title and interest of such Grantor in, to and under all Motor Vehicles and, for purposes of Section 5.4(a), all Deposit Accounts and Securities Accounts (other than any Fixed Asset Priority Collateral Proceeds Account), whether now owned or hereafter acquired by such Grantor. Such grant creates a security interest wholly separate from the security interest in such Motor Vehicles and such Deposit Accounts and Securities Account granted to the DesignatedRevolving Credit Collateral Agent in the Revolving Credit Documents as security for the applicableRevolving Credit Obligations. The duties or responsibilities of theDesignated Revolving Credit Collateral Agent under this Section 5.4(g) shall be limited solely to holding (either itself or through its appointment of a custodian or agent) a Lien on such Motor Vehicles (and releasing such Lien), or the Deposit Accounts and Securities Accounts, as applicable, as agent in accordance with this Section 5.4(g).

5.5.    When Discharge of Revolving CreditObligations, Discharge of ABLObligations and Discharge of Fixed Asset Obligations Deemed to Not Have Occurred. If in connection with the Discharge of Revolving Credit Obligations, the Discharge of ABL Obligations or the Discharge of Fixed Asset Obligations, the Borrower substantially concurrently enters into any Refinancing of any Revolving Credit Obligation or Fixed Asset Obligation as the case may be, which Refinancing is permitted by both the Fixed Asset Documents and the Revolving Credit Documents, in each case, to the extent such documents will remain in effect following such Refinancing, then such Discharge of Revolving Credit Obligations, Discharge of ABL Obligations or theDischarge of Fixed Asset Obligations, as the case may be,shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken pursuant to this Agreement as a result of the occurrence of such Discharge of Revolving CreditObligations, Discharge of ABL Obligations or Discharge of Fixed Asset Obligations, as applicable) and, from and after the date on which the New Debt Notice is delivered to the appropriate Collateral Agents in accordance with the next sentence, the obligations under such Refinancing shall automatically be treated as Revolving Credit Obligations or Fixed Asset Obligations, as applicable, for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Revolving Credit Collateral Agent or Fixed Asset Collateral Agent, as the case may be, under such new Revolving Credit Documents or new Fixed Asset Documents shall be thea Revolving Credit Collateral Agent or a Fixed Asset Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New Debt Notice”) stating that the Borrower has entered into new Revolving Credit Documents or new Fixed Asset Documents (which notice shall include a complete copy of the relevant new documents and provide the identity of the new collateral agent (such agent, the “New Agent”)), the other Collateral Agents shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such New Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent any Pledged Collateral (that is Fixed Asset Priority Collateral, in the case of a New Agent that is the agent under any new Fixed Asset Documents or that is

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ABL Collateral, in the case of a New Agent that is the agent under any new Revolving Credit Documents) held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the other Collateral Agents for the benefit of the Revolving Credit Claimholders or the Fixed Asset Claimholders, as the case may be, to be bound by the terms of this Agreement. If the new Revolving Credit Obligations under the new Revolving Credit Documents or the new Fixed Asset Obligations under the new Fixed Asset Documents are secured by assets of the Grantors constituting Collateral that do not also secure the other Obligations, then the other Obligations shall be secured at such time by a Lien on such assets to the same extent provided in the Revolving Credit Documents, Fixed Asset Collateral Documents and this Agreement.

SECTION 6.    Insolvency or Liquidation Proceedings.

6.1.    Finance Issues.

(a)    Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the DesignatedRevolving Credit Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) that consists of ABL Collateral on which theany Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other Person, under Section 364 of the Bankruptcy Code (or any similar provision of any Bankruptcy Law) that is to be secured by the ABL Collateral (a “RevolvingDIP Financing”) then the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or Revolving DIP Financing so long as such Cash Collateral use or Revolving DIP Financing meet the following requirements: (i) the Fixed Asset Collateral Agent and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the Revolving DIP Financing that are materially prejudicial to their interests in the Fixed Asset Priority Collateral, and (ii) the terms of the Revolving DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Revolving DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to the occurrence of an Event of Default under the Revolving DIP Financing documentation or Cash Collateral order and (C) do not require that any Lien of the Fixed Asset Collateral Agent on the Fixed Asset Priority Collateral be subordinated to or pari passu with the Lien on the Fixed Asset Priority Collateral securing such Revolving DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such Revolving DIP Financing which meets the requirements of clauses (i) and (ii) above, the Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral (to the same extent subordinated to such ABL Collateral) to the Liens securing such Revolving DIP Financing (and all Obligations relating thereto), provided, however, that the Fixed Asset Collateral Agent may request adequate protection under Section 361 of the Bankruptcy Code in respect of such subordinated Liens in a manner that is consistent with Section 6.3.

(b)    Until the Discharge of Fixed Asset Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Fixed Asset Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) that consists of Fixed Asset Priority Collateral (if any) on which the Fixed Asset Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing, whether from the Fixed Asset Claimholders or any other Person, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law that is to be secured by the Fixed Asset Priority Collateral (a “Fixed AssetDIP Financing”) then each Revolving Credit Collateral Agent, on behalf of itself and the applicable Revolving Credit

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Claimholders, agrees that it will raise no objection to such Cash Collateral use or Fixed Asset DIP Financing so long as such Cash Collateral use or Fixed Asset DIP Financing meet the following requirements: (i) the Revolving Credit Collateral Agents and the Revolving Credit Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the Fixed Asset DIP Financing that are materially prejudicial to their interests in the ABL Collateral, and (ii) the terms of the Fixed Asset DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Fixed Asset DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to the occurrence of an Event of Default under the Fixed Asset DIP Financing documentation or Cash Collateral order and (C) do not require that any Lien of the Revolving Credit Collateral Agents on the ABL Collateral be subordinated to or pari passu with the Lien on the ABL Collateral securing such Fixed Asset DIP Financing. To the extent the Liens securing the Fixed Asset Obligations are subordinated to or pari passu with such Fixed Asset DIP Financing which meets the requirements of clauses (i) and (ii) above, each Revolving Credit Collateral Agent will subordinate its Liens in the Fixed Asset Priority Collateral (to the same extent subordinated to such Fixed Asset Priority Collateral) to the Liens securing such Fixed Asset DIP Financing (and all Obligations relating thereto), all adequate protection Liens granted to the Revolving Credit Claimholders, and any “carve out” from Collateral for professional and United States Trustee fees that has been agreed to by the Fixed Asset Collateral Agent, provided, however, that the Revolving Credit Collateral AgentAgents may request adequate protection under Section 361 of the Bankruptcy Code (or any similar provision of any applicable Bankruptcy Law) in respect of such subordinated Liens in a manner that is consistent with Section 6.3.

6.2.    Relief from the Automatic Stay.

(a)    Until the Discharge of Revolving Credit Obligations has occurred, the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, agrees that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the ABL Collateral for the purpose of exercising remedies with respect to the Fixed Asset Obligations, without the prior written consent of the Revolving Credit Collateral AgentAgents, unless a motion for adequate protection permitted under Section 6.3 has been denied by the bankruptcy court.

(b)    Until the Discharge of Fixed Asset Obligations has occurred, theeach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, agrees that none of them shall (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Fixed Asset Priority Collateral for the purpose of exercising remedies with respect to the Revolving Credit Obligations (other than to the extent such relief is required to exercise its rights under Section 3.3), without the prior written consent of the Fixed Asset Collateral Agent, or (ii) object to any motion by the Fixed Asset Collateral Agent seeking relief from the automatic stay or any other stay in an Insolvency or Liquidation Proceeding in respect of the Collateral for the purpose of exercising remedies with respect to the Fixed Asset Obligations.

6.3.    Adequate Protection.

(a)    The Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, agrees that none of them shall contest (or support any other Person contesting):

(1)    any request by theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the ABL Collateral; provided that (A) such

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adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Revolving Credit Collateral and (B) if such additional assets or property shall also constitute Fixed Asset Priority Collateral, (i) a Lien shall also have been created in favor of the Fixed Asset Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the Lien in favor of the Fixed Asset Claimholders to the extent set forth in this Agreement; or

(2)    any objection by theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection in any form; provided that if theany Revolving Credit Collateral Agent is granted adequate protection in the form of additional or replacement collateral, the Fixed Asset Collateral Agent and the Fixed Asset Claimholders may seek or request adequate protection in the form of Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral AgentAgents shall be subordinate to the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent and (2) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral AgentAgents shall be senior to the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement.

(b)    TheEach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting):

(1)    any request by the Fixed Asset Collateral Agent for adequate protection with respect to the Fixed Asset Priority Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional assets or property of any Grantor other than with respect to assets or property that constitute Fixed Asset Collateral and (B) if such additional assets or property shall also constitute ABL Collateral, (i) a Lien shall also have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Fixed Asset Claimholders shall be subordinated to the Lien in favor of the Revolving Credit Claimholders to the extent set forth in this Agreement; or

(2)    any objection by the Fixed Asset Collateral Agent to any motion, relief, action or proceeding based on the Fixed Asset Collateral Agent claiming a lack of adequate protection in any form; provided that if the Fixed Asset Collateral Agent is granted adequate protection in the form of additional or replacement collateral, theeach Revolving Credit Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of Lien on such additional or replacement collateral; it being understood and agreed that (1) if such additional or replacement collateral shall also constitute ABL Collateral, the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent shall be subordinate to the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral AgentAgents and (2) if such additional or replacement collateral shall also constitute Fixed Asset Priority Collateral, the Lien on such additional or replacement collateral in favor of the Fixed Asset Collateral Agent shall be senior to the Lien on such additional or replacement collateral in favor of the Revolving Credit Collateral AgentAgents, in each case with respect to the foregoing clauses (1) and (2), to the extent required by this Agreement.

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(c)    Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding:

(1)    if the Revolving Credit Claimholders (or any subset thereof) are granted adequate protection with respect to the ABL Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Collateral) in connection with any Cash Collateral use or Revolving DIP Financing, then the Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, may seek or request adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing and granted as adequate protection for the Revolving Credit Obligations and such Cash Collateral use or Revolving DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Fixed Asset Collateral Agent on ABL Collateral;

(2)    if the Fixed Asset Claimholders (or any subset thereof) are granted adequate protection with respect to the Fixed Asset Priority Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Priority Collateral) in connection with any Cash Collateral use or Fixed Asset DIP Financing, then theeach Revolving Credit Collateral Agent, on behalf of itself or any of theapplicable Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing the Fixed Asset Obligations and such Cash Collateral use or Fixed Asset DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Revolving Credit Collateral AgentAgents on Fixed Asset Priority Collateral;

(3)    in the event theany Revolving Credit Collateral Agent, on behalf of itself or any of theapplicable Revolving Credit Claimholders, seeks or requests adequate protection in respect of ABL Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted ABL Collateral), then theeach Revolving Credit Collateral Agent, on behalf of itself and any of theapplicable Revolving Credit Claimholders, agrees that the Fixed Asset Collateral Agent shall also be granted a Lien on the same additional or replacement collateral as adequate protection for the Fixed Asset Obligations, and the Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that any Lien on such additional or replacement collateral securing or granted as adequate protection for the Fixed Asset Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations and to any other Liens granted to the Revolving Credit Claimholders as adequate protection with respect to the ABL Collateral, all on the same basis as the other Liens of the Fixed Asset Collateral Agent on ABL Collateral; and

(4)    in the event the Fixed Asset Collateral Agent, on behalf of itself or any of the Fixed Asset Claimholders, seeks or requests adequate protection in respect of Fixed Asset Priority Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Priority Collateral), then the Fixed Asset Collateral Agent, on behalf of itself and any of the Fixed Asset Claimholders, agrees that theeach Revolving Credit Collateral Agent may also be granted a Lien on the same additional or replacement collateral as security for the Revolving Credit Obligations, and theeach Revolving Credit Collateral Agent, on behalf of itself and any of theapplicable Revolving Credit

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Claimholders, agrees that any Lien on such additional or replacement collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Fixed Asset Obligations and to any other Liens granted to the Fixed Asset Claimholders as adequate protection with respect to the Fixed Asset Priority Collateral, all on the same basis as the other Liens of the Revolving Credit Collateral AgentAgents on Fixed Asset Priority Collateral.

(d)    Except as otherwise expressly set forth in this Section 6 or in connection with the exercise of remedies with respect to (i) the ABL Collateral, nothing herein shall limit the rights of the Fixed Asset Collateral Agent or the Fixed Asset Claimholders to seek adequate protection with respect to their rights in the Fixed Asset Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) or (ii) the Fixed Asset Priority Collateral, nothing herein shall limit the rights of the Revolving Credit Collateral AgentAgents or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

6.4.    Avoidance Issues. If any Revolving Credit Claimholder or Fixed Asset Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the applicable Grantor any amount paid in respect of Revolving Credit Obligations or the Fixed Asset Obligations, as the case may be (a “Recovery”), then such Revolving Credit Claimholders or Fixed Asset Claimholders shall be entitled to a reinstatement of Revolving Credit Obligations or the Fixed Asset Obligations, as the case may be, with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.5.    Post-Petition Interest.

(a)    Neither the Fixed Asset Collateral Agent nor any Fixed Asset Claimholder shall oppose or seek to challenge any claim by theany Revolving Credit Collateral Agent or any Revolving Credit Claimholder for allowance in any Insolvency or Liquidation Proceeding of Revolving Credit Obligations consisting of Post-Petition Interest, fees or expenses to the extent of the value of the Lien securing any Revolving Credit Claimholder’s claim, without regard to the existence of the Lien of the Fixed Asset Collateral Agent on behalf of the Fixed Asset Claimholders on the Collateral.

(b)    Neither the Revolving Credit Collateral AgentAgents nor any other Revolving Credit Claimholder shall oppose or seek to challenge any claim by the Fixed Asset Collateral Agent or any Fixed Asset Claimholder for allowance in any Insolvency or Liquidation Proceeding of Fixed Asset Obligations consisting of Post-Petition Interest, fees or expenses to the extent of the value of the Lien securing any Fixed Asset Claimholder’s claim, without regard to the existence of the Lien of theany Revolving Credit Collateral Agent on behalf of theapplicable Revolving Credit Claimholders on the Collateral.

6.6.    Waiver – 1111(b)(2) Issues.

(a)    The Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, waives any claim it may hereafter have against any Revolving Credit Claimholder arising out of the election of any Revolving Credit Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code or out of any grant of a security interest in connection with the ABL Collateral in any Insolvency or Liquidation Proceeding.

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(b)    TheEach Revolving Credit Collateral Agent, for itself and on behalf of theapplicable Revolving Credit Claimholders, waives any claim it may hereafter have against any Fixed Asset Claimholder arising out of the election of any Fixed Asset Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law) or out of any grant of a security interest in connection with the Fixed Asset Priority Collateral in any Insolvency or Liquidation Proceeding.

6.7.    Separate Grants of Security and Separate Classification.

(a)    The Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, and theeach Revolving Credit Collateral Agent, for itself and on behalf of the applicableRevolving Credit Claimholders, acknowledge and agree that the grants of Liens pursuant to theapplicable Revolving Credit Collateral Documents and the Fixed Asset Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Obligations are fundamentally different from the Revolving Credit Obligations and must be separately classified in any plan of reorganization or similar dispositive plan or arrangement proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, and theeach Revolving Credit Collateral Agent, for itself and on behalf of theapplicable Revolving Credit Claimholders, agree that the Fixed Asset Claimholders and the Revolving Credit Claimholders will vote and otherwise be treated as separate classes in connection with any plan of reorganization or similar dispositive plan or arrangement in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or similar dispositive plan or arrangement in any Insolvency or Liquidation Proceeding, or vote in a manner that is otherwise in accordance with this Agreement.

(b)    To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Fixed Asset Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Fixed Asset Collateral), then the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, and theeach Revolving Credit Collateral Agent, for itself and on behalf of theapplicable Revolving Credit Claimholders, hereby acknowledge and agree that, subject to Sections 2.1 and 4.1, all distributions from the Fixed Asset Collateral shall be made as if there were separate classes of senior and junior allowed secured claims against the Grantors in respect of the Fixed Asset Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Fixed Asset Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset Documents, arising from or related to a default, regardless of whether any claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Priority Collateral in respect of the claims held by the Revolving Credit Claimholders, with theeach Revolving Credit Collateral Agent, for itself and on behalf of theapplicable Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders.

(c)    To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect

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of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral), then the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, and theeach Revolving Credit Collateral Agent, for itself and on behalf of theapplicable Revolving Credit Claimholders, hereby acknowledge and agree that, subject to Sections 2.1 and 4.1, all distributions from the Revolving Credit Collateral shall be made as if there were separate classes of senior and junior allowed secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreementor the 2016 Secured Notes Purchase Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit Collateral in respect of the claims held by the Fixed Asset Claimholders, with the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, hereby acknowledging and agreeing to turn over to theDesignated Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Claimholders.

(d)    Notwithstanding anything in the foregoing to the contrary, the Fixed Asset Collateral Agent and the Fixed Asset Claimholders, on the one hand, and the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders, on the other hand, shall retain the right to vote and otherwise act in any Insolvency or Liquidation Proceeding (including the right to vote to accept or reject any plan of reorganization or arrangement) to the extent not inconsistent with the provisions hereof.

6.8.    Enforceability and Continuing Priority. This Agreement shall be applicable both before and after the commencement of any Insolvency or Liquidation Proceeding and all converted or succeeding cases in respect thereof. The relative rights of Claimholders in or to any distributions from or in respect of any Collateral or Proceeds of Collateral shall continue after the commencement of any Insolvency Proceeding. Accordingly, the provisions of this Agreement (including, without limitation, Section 2.1 hereof) are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law).

6.9.    Sales. Subject to Sections 3.1(c)(5) and 3.2(c)(5) and 3.3, each Collateral Agent agrees that it will consentto, and will not object or oppose, or support any party in opposing, a motion to sell or otherwise dispose of any Priority Collateral of the other party free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law) if the requisite Revolving Credit Claimholders under the Revolving Credit Agreementand/or the 2016 Secured Notes Purchase Agreement, as applicable, or Fixed Asset Claimholders under the applicable Fixed Asset Documents, as the case may be, have consented to such disposition of their respective Priority Collateral, such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code, or any similar Bankruptcy Law (so long as the right of any Fixed Asset Claimholder to offset its claim against the purchase price for any ABL Collateral exists only after the Revolving Credit Obligations have been paid in full in cash, and so long as the right of any Revolving Credit Claimholder to offset its claim against the purchase price for any Fixed Asset Priority Collateral exists only after the Fixed Asset Obligations have been paid in full in cash), and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the proceeds of the Priority Collateral that is the subject of such disposition,

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subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement and further provided that such party may assert any objection to such proposed sale or disposition that may be raised by an unsecured creditor of the Grantors. Each of the Fixed Asset Collateral Agent and the Revolving Credit Collateral AgentAgents further agrees that it will not oppose, or support any party in opposing, the right of the other party to credit bid under Section 363(k) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law).

SECTION 7.    Reliance; Waivers, Etc.

7.1.    Reliance. Other than any reliance on the terms of this Agreement, theeach Revolving Credit Collateral Agent, on behalf of itself and the applicableRevolving Credit Claimholders under itsapplicable Revolving Credit Documents, acknowledges that it and such Revolving Credit Claimholders have, independently and without reliance on the Fixed Asset Collateral Agent or any Fixed Asset Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such Revolving Credit Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Revolving Credit Agreement, the 2016 Secured Notes Purchase Agreement or this Agreement. Other than any reliance on the terms of this Agreement, the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, acknowledges that it and the Fixed Asset Claimholders have, independently and without reliance on the Revolving Credit Collateral AgentAgents or any Revolving Credit Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Fixed Asset Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Fixed Asset Documents or this Agreement.

7.2.    No Warranties or Liability. TheEach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders under the Revolving Credit Documents, acknowledges and agrees that no Fixed Asset Collateral Agent nor any Fixed Asset Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Fixed Asset Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Fixed Asset Collateral Agent and the Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Fixed Asset Documents in accordance with law and the Fixed Asset Documents, as they may, in their sole discretion, deem appropriate. The Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, acknowledges and agrees that neither the Revolving Credit Collateral AgentAgents nor any Revolving Credit Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Documents in accordance with law and the Revolving Credit Documents, as they may, in their sole discretion, deem appropriate. No Fixed Asset Collateral Agent nor any Fixed Asset Claimholders shall have any duty to theany Revolving Credit Collateral Agent or any of the Revolving Credit Claimholders, and the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders shall have no duty to the Fixed Asset Collateral Agent or any of the Fixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Documents and the Fixed Asset Documents), regardless of any knowledge thereof which they may have or be charged with.

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7.3.    No Waiver of Lien Priorities.

(a)    No right of the Collateral Agents, the Revolving Credit Claimholders or the Fixed Asset Claimholders to enforce any provision of this Agreement or any Revolving Credit Document or Fixed Asset Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Collateral Agents, Revolving Credit Claimholders or Fixed Asset Claimholders or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Revolving Credit Documents or any of the Fixed Asset Documents, regardless of any knowledge thereof which the Collateral Agents or the Revolving Credit Claimholders or Fixed Asset Claimholders, or any of them, may have or be otherwise charged with.

(b)    Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the Revolving Credit Documents and Fixed Asset Documents and subject to the provisions of Sections 2.3, 2.4 and 5.3), the Collateral Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders may, at any time and from time to time in accordance with the Revolving Credit Documents and Fixed Asset Documents and/or applicable law, without the consent of, or notice to, theany other Collateral Agent or the Revolving Credit Claimholders or the Fixed Asset Claimholders (as the case may be), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following:

(1)    change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Collateral Agents or any rights or remedies under any of the Revolving Credit Documents or the Fixed Asset Documents;

(2)    sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof;

(3)    settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and

(4)    exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

(c)    Except as otherwise provided herein, theeach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, also agrees that the Fixed Asset Claimholders and the Fixed Asset Collateral Agent shall have no liability to the Revolving Credit Collateral AgentAgents or any Revolving Credit Claimholders, and theeach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, hereby waives any claim

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against any Fixed Asset Claimholder or the Fixed Asset Collateral Agent, arising out of any and all actions which the Fixed Asset Claimholders or the Fixed Asset Collateral Agent may take or permit or omit to take with respect to:

(1)    the Fixed Asset Documents;

(2)    the collection of the Fixed Asset Obligations; or

(3)    the foreclosure upon, or sale, liquidation or other disposition of, any Fixed Asset Priority Collateral.

TheEach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, agrees that the Fixed Asset Claimholders and the Fixed Asset Collateral Agent have no duty to them in respect of the maintenance or preservation of the Fixed Asset Priority Collateral, the Fixed Asset Obligations or otherwise.

(d)    Except as otherwise provided herein, the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, also agrees that the Revolving Credit Claimholders and the Revolving Credit Collateral AgentAgents shall have no liability to the Fixed Asset Collateral Agent or any Fixed Asset Claimholders, and the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, hereby waives any claim against any Revolving Credit Claimholder or theany Revolving Credit Collateral Agent, arising out of any and all actions which the Revolving Credit Claimholders or theany Revolving Credit Collateral Agent may take or permit or omit to take with respect to:

(1)    the Revolving Credit Documents;

(2)    the collection of the Revolving Credit Obligations; or

(3)    the foreclosure upon, or sale, liquidation or other disposition of, any ABL Collateral.

The Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, agrees that the Revolving Credit Claimholders and the Revolving Credit Collateral AgentAgents have no duty to them in respect of the maintenance or preservation of the ABL Collateral, the Revolving Credit Obligations or otherwise.

(e)    Until the Discharge of Fixed Asset Obligations, theeach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Fixed Asset Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

(f)    Until the Discharge of Revolving Credit Obligations, the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the ABL Collateral or any other similar rights a junior secured creditor may have under applicable law.

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7.4.    Obligations Unconditional. All rights, interests, agreements and obligations of the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders and the Fixed Asset Collateral Agent and the Fixed Asset Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a)any lack of validity or enforceability of any Revolving Credit Documents or any Fixed Asset Documents;

(b)except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the Revolving Credit Obligations or Fixed Asset Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Revolving Credit Document or any Fixed Asset Document;

(c)except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Revolving Credit Obligations or Fixed Asset Obligations or any guaranty thereof;

(d)the commencement of any Insolvency or Liquidation Proceeding in respect of the any Grantor; or

(e)any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of theany Revolving Credit Collateral Agent, the Revolving Credit Obligations, any Revolving Credit Claimholder, the Fixed Asset Collateral Agent, the Fixed Asset Obligations or any Fixed Asset Claimholder in respect of this Agreement.

SECTION 8.    Miscellaneous.

8.1.    Conflicts; Term Intercreditor Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of any Revolving Credit Document or any Fixed Asset Document, the provisions of this Agreement shall govern and control. The Revolving CreditABL Collateral Agent hereby acknowledges and agrees that, for the avoidance of doubt, immediately upon the effectiveness of this Agreement, (a) all references in the Revolving Credit Agreement or any other Revolving Credit Document to the “Term Intercreditor Agreement” shall mean and be a reference to this Agreement and (b) that certain Intercreditor Agreement, dated as of April 16, 2013, among the Borrower, Holdings, the other Guarantors, the Revolving CreditABL Collateral Agent and Bank of America, N.A., as Term Agent, has terminated and is of no further force or effect.

8.2.    Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the Revolving Credit Claimholders and Fixed Asset Claimholders may continue, at any time and without notice to any Collateral Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. Each of the Collateral Agents, on behalf of itself and the Revolving Credit Claimholders or the Fixed Asset Claimholders, as the case may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code (or

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any similar provision of other applicable Bankruptcy Law). Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

(a)    with respect to the Revolving Credit Collateral AgentAgents, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the rights of the Revolving Credit Claimholders under Section 6.4; and

(b)    with respect to the Fixed Asset Collateral Agent, the Fixed Asset Claimholders and the Fixed Asset Obligations, on the date of the Discharge of Fixed Asset Obligations, subject to the rights of the Fixed Asset Claimholders under Section 6.4.

8.3.    Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Fixed Asset Collateral Agent or the Revolving Credit Collateral AgentAgents shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent that such amendment, modification or waiver (i) adversely affects or impairs its rights hereunder, under the Fixed Asset Documents or under the Revolving Credit Documents or (ii) imposes any additional obligation or liability upon it.

8.4.    Information Concerning Financial Condition of the Grantors and their Subsidiaries. Neither the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders, on the one hand, nor the Fixed Asset Collateral Agent and the Fixed Asset Claimholders, on the other hand, shall have any duty to advise the other of information known to it or them regarding the financial condition of the Grantors and their Subsidiaries and all endorsers and/or guarantors of the Revolving Credit Obligations or the Fixed Asset Obligations or any other circumstances bearing upon the risk of nonpayment of the Revolving Credit Obligations or the Fixed Asset Obligations or otherwise. In the event that either theany Revolving Credit Collateral Agent or any of the Revolving Credit Claimholders, on the one hand, or the Fixed Asset Collateral Agent and the Fixed Asset Claimholders, on the other hand, undertakes at any time or from time to time to provide any such information to any of the others, it or they shall be under no obligation:

(a)to make, and shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

(b)to provide any additional information or to provide any such information on any subsequent occasion;

(c)to undertake any investigation; or

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(d)to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5.    Subrogation.

(a)    With respect to the value of any payments or distributions in cash, property or other assets that any of the Fixed Asset Claimholders or the Fixed Asset Collateral Agent pays over to the Revolving Credit Collateral AgentAgents or the Revolving Credit Claimholders under the terms of this Agreement, the Fixed Asset Claimholders and Fixed Asset Collateral Agent shall be subrogated to the rights of the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders; provided, however, that, the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Revolving Credit Obligations has occurred. The Grantors acknowledge and agree that, to the extent permitted by applicable law, the value of any payments or distributions in cash, property or other assets received by the Fixed Asset Collateral Agent or the Fixed Asset Claimholders that are paid over to the Revolving Credit Collateral AgentAgents or the Revolving Credit Claimholders pursuant to this Agreement shall not reduce any of the Fixed Asset Obligations.

(b)    With respect to the value of any payments or distributions in cash, property or other assets that any of the Revolving Credit Claimholders or the Revolving Credit Collateral AgentAgents pays over to the Fixed Asset Collateral Agent or the Fixed Asset Claimholders under the terms of this Agreement, the Revolving Credit Claimholders and the Revolving Credit Collateral AgentAgents shall be subrogated to the rights of the Fixed Asset Collateral Agent and the Fixed Asset Claimholders; provided, however, that, theeach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Fixed Asset Obligations has occurred. The Grantors acknowledge and agree that, to the extent permitted by applicable law, the value of any payments or distributions in cash, property or other assets received by the Revolving Credit Collateral AgentAgents or the Revolving Credit Claimholders that are paid over to the Fixed Asset Collateral Agent or the Fixed Asset Claimholders pursuant to this Agreement shall not reduce any of the Revolving Credit Obligations.

8.6.    SUBMISSION TO JURISDICTION, WAIVERS.

(a)    ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

(1)ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

(2)WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

(3)AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.7; AND

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(4)AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(b)    EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.6(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(c)    EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER REVOLVING CREDIT DOCUMENT OR FIXED ASSET DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

8.7.    Notices. All notices to the Fixed Asset Claimholders and the Revolving Credit Claimholders permitted or required under this Agreement shall also be sent to the Fixed Asset Collateral Agent and the Revolving Credit Collateral AgentAgents, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by facsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of facsimile, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on Exhibit A hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

Each Collateral Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, PDF, facsimile transmission or other similar unsecured electronic methods, provided, however, that each Collateral Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If any other party hereto elects to give a Collateral Agent

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e-mail or facsimile instructions (or instructions by a similar electronic method) and such Collateral Agent in its discretion elects to act upon such instructions, such Collateral Agent’s understanding of such instructions shall be deemed controlling absent manifest error. Each Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from such Collateral Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The other parties hereto agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to any Collateral Agent, including without limitation the risk of such Collateral Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties.

8.8.    Further Assurances. TheEach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders under the Revolving Credit Documents, and the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders under the Fixed Asset Documents, and the Grantors, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the Borrower, anyRevolving Credit Collateral Agent or the Fixed Asset Collateral Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

8.9.    APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.10.    Binding on Successors and Assigns. This Agreement shall be binding upon the Revolving Credit Collateral AgentAgents, the Revolving Credit Claimholders, the Fixed Asset Collateral Agent, the Fixed Asset Claimholders and their respective successors and assigns.

8.11.    Specific Performance. Each of the Revolving Credit Collateral AgentAgents and the Fixed Asset Collateral Agent may demand specific performance of this Agreement. TheEach Revolving Credit Collateral Agent, on behalf of itself and theapplicable Revolving Credit Claimholders, and the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Fixed Asset Collateral Agent or the Fixed Asset Claimholders or theany Revolving Credit Collateral Agent or the Revolving Credit Claimholders, as the case may be.

8.12.    Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

8.13.    Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

8.14.    Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

8.15.    No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall

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inure to the benefit of each of the Collateral Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders. Nothing in this Agreement shall impair, as between the Grantors and the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders, or as between the Grantors and the Fixed Asset Collateral Agent and the Fixed Asset Claimholders, the obligations of the Grantors to pay principal, interest, fees and other amounts as provided in the Revolving Credit Documents and the Fixed Asset Documents, respectively.

8.16.    Provisions to Define Relative Rights. The provisions of this Agreement are and are intended for the purpose of defining the relative rights of the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders on the one hand and the Fixed Asset Collateral Agent and the Fixed Asset Claimholders on the other hand. Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the Revolving Credit Obligations and the Fixed Asset Obligations as and when the same shall become due and payable in accordance with their terms.

8.17.    Regarding the Fixed Asset Collateral Agentand the 2016 Secured Notes Collateral Agent. BNY Mellon has entered into this Agreement in its capacity as Fixed Asset Collateral Agent under the Fixed Asset Documents to which it is party and shall be entitled, in connection with the exercise of its rights and performance of its duties thereunder and as Fixed Asset Collateral Agent hereunder, to all protections, immunities and exculpations available to it under the Indenture, all of which are incorporated by reference herein, mutaismutatis mutandis. In addition, BNY Mellon has entered into this Agreement in its capacity as 2016 Secured Notes Collateral Agent under the 2016 Secured Notes Documents to which it is party and shall be entitled, in connection with the exercise of its rights and performance of its duties thereunder and as 2016 Secured Notes Collateral Agent hereunder, to all protections, immunities and exculpations available to it under the 2016 Secured Notes Purchase Agreement, all of which are incorporated by reference herein, mutatis mutandis.

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

8.19.    2016 Intercreditor Agreement. Notwithstanding anything herein to the contrary, solely as between the 2016 Secured Notes Claimholders and the ABL Claimholders, the exercise of any right or remedy by any Revolving Credit Collateral Agent or any Revolving Credit Claimholder with respect to Collateral is subject to the terms of the 2016 Intercreditor Agreement and in the event of any conflict or inconsistency between this Agreement and the 2016 Intercreditor Agreement with respect to such rights or remedies, the 2016 Intercreditor Agreement shall govern.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

Fixed Asset Collateral Agent

THE BANK OF NEW YORK MELLON,
as Fixed Asset Collateral Agent

By:        Name:    Title:    

[Intercreditor Agreement]

2016 Secured Notes Collateral Agent

THE BANK OF NEW YORK MELLON,
as 2016 Secured Notes Collateral Agent

By:            Name:    Title:

[Intercreditor Agreement]

Revolving CreditABL Collateral Agent

BANK OF AMERICA, N.A.,
as Revolving CreditABL Collateral Agent

By:        Name:    Title:    

[Intercreditor Agreement]

Acknowledged and Agreed to by:
The BorrowerCENVEO CORPORATION
By:    _______________________________________    Name: Scott J. Goodwin        Title: Chief Financial Officer    

The Guarantors

CENVEO, INC.

CENVEO COMMERCIAL OHIO, LLC

CNMW INVESTMENTS, INC.

CENVEO GOVERNMENT PRINTING, INC.

CENVEO SERVICES, LLC

DISCOUNT LABELS, LLC

CENVEO OMEMEE LLC

COLORHOUSE CHINA, INC.

RX JV HOLDING, INC.

CRX JV, LLC

CRX HOLDING, INC.

RX TECHNOLOGY CORP.

CADMUS PRINTING GROUP, INC.

CADMUS FINANCIAL DISTRIBUTION, INC.

GARAMOND/PRIDEMARK PRESS, INC.

WASHBURN GRAPHICS, INC.

CADMUS JOURNAL SERVICES, INC.

CADMUS DELAWARE, INC.

CADMUS UK, INC.

EXPERT GRAPHICS, INC.

CADMUS MARKETING GROUP, INC.

CADMUS MARKETING, INC.

CADMUS/O’KEEFE MARKETING, INC.

OLD TSI, INC.

PORT CITY PRESS, INC.

CADMUS INTERNATIONAL HOLDINGS, INC.

CDMS MANAGEMENT, LLC
MADISON/GRAHAM COLORGRAPHICS, INC.

VSUB HOLDING COMPANY

By:    _______________________________________    Name: Scott J. Goodwin        Title: Chief Financial Officer

[Intercreditor Agreement]

VAUGHAN PRINTERS INCORPORATED

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC.

COMMERCIAL ENVELOPE MANUFACTURING CO. INC.

CENVEO CEM, INC.

CENVEO CEM, LLC

REX 2010, LLC

136 EASTPORT ROAD, LLC

LIGHTNING LABELS, LLC

NASHUA CORPORATION

NASHUA INTERNATIONAL, INC.

IMPAXX, INC.

CMS GILBRETH PACKAGING SYSTEMS, INC.

ENVELOPE PRODUCT GROUP, LLC

CENVEO MCLAREN MORRIS AND TODD COMPANY
By:    _______________________________________    Name: Scott J. Goodwin        Title: Chief Financial Officer    

[Intercreditor Agreement]

Exhibit A

Notice Addresses

Fixed Asset Collateral Agentand
2016 Secured Notes Collateral Agent:
The Bank of New York Mellon
Corporate Trust
101 Barclay Street, 7 WestEast
New York, NY 10286FascimileFacsimile: (212) 815-5704

Revolving CreditABL Collateral Agent:
Mr. Robert Mahoney
Bank of America, N.A.
BABC Loans – 140/EAST DIVISION
185 Asylum St.
Hartford, Connecticut 06103
Email: robert.mahoney@baml.com

Grantors:
Chief Financial Officer
Cenveo CorporationOne Canterbury GreenOne Broad St.200 First Stamford Place
Stamford, Connecticut 0690106902
Email: Scott.Goodwin@cenveo.com

[Intercreditor Agreement]

EX-4.8

Exhibit 4.8

EXECUTION VERSION

AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENT

Amendment No. 1 (this “Amendment”) to the Intercreditor Agreement, dated as of June 10, 2016, by and among Cenveo, Inc., a Colorado corporation (“Holdings”), Cenveo Corporation, a Delaware corporation (the “Borrower”), certain other Subsidiaries of Holdings as Guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent for the holders of the Revolving Credit Obligations (together with its permitted successors and assigns, the “Revolving Credit Collateral Agent”), The Bank of New York Mellon (“BNY Mellon”), as collateral agent for the holders of the 2016 Secured Notes Obligations (together with its permitted successors and assigns, the “2016 Secured Notes Collateral Agent”), BNY Mellon, as collateral agent for the holders of the Senior Priority Fixed Asset Obligations (together with its permitted successors and assigns, the “Senior Priority Fixed Asset Collateral Agent”, and together with the Revolving Credit Collateral Agent and the 2016 Secured Notes Collateral Agent being referred to herein, collectively, as the “Senior Priority Collateral Agents”), and BNY Mellon, as collateral agent for the holders of the Junior Priority Obligations (together with its permitted successors and assigns, the “Junior Priority Collateral Agent”).

WHEREAS, the Borrower, Holdings, the Revolving Credit Collateral Agent, the Senior Priority Fixed Asset Collateral Agent and the Junior Priority Collateral Agent are parties to that certain intercreditor agreement, dated as of June 26, 2014 (the “Agreement”);

WHEREAS, the Borrower, Holdings, the lenders and agents party thereto and the Revolving Credit Collateral Agent have entered into that certain asset-based revolving credit agreement, dated as of April 16, 2013, providing a revolving credit and letter of credit facility to the Borrower (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Revolving Credit Agreement”);

WHEREAS, the Borrower, the Guarantors, the 2016 Secured Notes Collateral Agent, BNY Mellon, as trustee, and the 2016 Secured Notes Holders are party to an indenture and note purchase agreement governing the 2016 Secured Notes, dated as of June 10, 2016 (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “2016 Secured Notes Purchase Agreement”). The 2016 Secured Notes Purchase Agreement has refinanced and replaced a portion of the Revolving Credit Agreement and, accordingly, constitutes an ABL Facility (as defined in both the Senior Priority Indenture and the Junior Priority Indenture) and Senior Priority Obligations (as defined in the Junior Priority Indenture);

WHEREAS, the Borrower, the Guarantors, the Senior Priority Fixed Asset Collateral Agent and BNY Mellon, as trustee (in such capacity and together with its successors and assigns, the “Senior PriorityTrustee”), are party to an indenture governing the Senior Priority Notes, dated as of the June 26, 2014 (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Senior PriorityIndenture”);

WHEREAS, the Borrower, the Guarantors, the Junior Priority Collateral Agent and BNY Mellon, as trustee (in such capacity and together with its successors and assigns, the “Junior PriorityTrustee”), are party to an indenture governing the Junior Priority Notes, dated

as of June 26, 2014 (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Junior Priority Indenture”);

WHEREAS, pursuant to Section 9.01(k) of the Senior Priority Indenture, Section 9.01(k) of the Junior Priority Indenture and Section 8.3 of the Agreement, the Borrower, the Revolving Credit Collateral Agent, the Senior Priority Fixed Asset Collateral Agent and the Junior Priority Collateral Agent are authorized to amend the Agreement to appropriately include the 2016 Secured Notes Purchase Agreement as a Senior Priority Document thereunder (including related conforming modifications) as set forth herein;

WHEREAS, the Borrower, the Senior Priority Fixed Asset Collateral Agent (acting at the direction of the Borrower and in reliance on an Officers’ Certificate and Opinion of Counsel delivered pursuant to the provisions of the Senior Priority Indenture), the Revolving Credit Collateral Agent and the Junior Priority Collateral Agent (acting at the direction of the Borrower and in reliance on an Officers’ Certificate and Opinion of Counsel delivered pursuant to the provisions of the Junior Priority Indenture) have agreed to such amendments and the 2016 Secured Notes Collateral Agent (acting pursuant to the provisions of the 2016 Secured Notes Purchase Agreement) has agreed to become a party to the Agreement on the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.Defined Terms; References. Unless otherwise specifically defined herein, each term used herein (including, without limitation, in the preamble and recitals hereto) which is defined in the Agreement has the meaning assigned to such term in Exhibit A hereto.

Section 2.Amendments to Agreement. The Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended pursuant to Section 9.01(k) of the Senior Priority Indenture, Section 9.01(k) of the Junior Priority Indenture and Section 8.3 of the Agreement, to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the form of the Agreement attached as Exhibit A hereto.

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Section 3.Representations Correct. By its execution of this Amendment, each Grantor hereby certifies that:

(a)This Amendment has been duly authorized by all necessary corporate or other organizational action and has been duly executed and delivered by each Grantor and constitutes a legal, valid and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

(b)Neither the execution, delivery or performance by any Grantor of this Amendment (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Senior Priority Collateral Documents and Junior Priority Collateral Documents, as applicable) upon any of the property or assets of any Grantor or any of its respective Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Grantor or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject (except, in the case of preceding clauses (i) and (ii), any contravention, breach, default and/or conflict, that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect (as defined in the Revolving Credit Agreement)) or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Grantor or any of its respective Subsidiaries; and

(c)Except to the extent the failure to obtain or make the same would not reasonably be expected to have a Material Adverse Effect, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Amendment No. 1 Effective Date and which remain in full force and effect on the Amendment No. 1 Effective Date and (y) filings which are necessary to perfect the security interests created under the Senior Priority Collateral Documents and the Junior Priority Collateral Documents, as applicable), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Grantor to authorize, or is required to be obtained or made by, or on behalf of, any Grantor in connection with, the execution, delivery and performance of this Amendment.

Section 4.Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment No. 1 Effective Date”), subject to the satisfaction or waiver of the following condition:

(a)     Counterparts of this Amendment shall have been executed and delivered by the Senior Priority Collateral Agents and the Junior Priority Collateral Agent, and the Borrower and

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the other Grantors party to the Agreement shall have executed and delivered an acknowledgment counterpart of this Amendment. 

Section 5.Effect of the Amendment. Upon the effectiveness of this Amendment, each reference in the Agreement to “this Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Agreement, as amended by this Amendment.

Section 6.Entire Agreement. This Amendment and the Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 7.GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8.6 OF THE AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.

Section 8.Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

Section 10.Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 11.Concerning the Senior Priority Collateral Agents and the Junior Priority Collateral Agent. The recitals contained herein shall be taken as the statements of the Grantors and none of the Senior Priority Collateral Agents or the Junior Priority Collateral Agent assumes any responsibility for their correctness. None of the Senior Priority Collateral Agents or the Junior Priority Collateral Agent makes any representations as to the validity or sufficiency of this Amendment.

Section 12.Incorporation. Sections 8.17, 8.18 and 8.19 of the Agreement are hereby incorporated by reference into this Amendment and shall apply hereto.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

2016 Secured Notes Collateral Agent

THE BANK OF NEW YORK MELLON,
as 2016 Secured Notes Collateral Agent

By:     /s/Laurence J. O'BrienName:Laurence J. O'Brien
Title: Vice President

Senior PriorityFixed Asset Collateral Agent

THE BANK OF NEW YORK MELLON,
as Senior Priority Fixed Asset Collateral Agent

By:     /s/Laurence J. O'BrienName: Laurence J. O'Brien
Title: Vice President

Junior PriorityCollateral Agent

THE BANK OF NEW YORK MELLON,
as Junior Priority Collateral Agent

By:    /s/Laurence J. O'Brien    Name:Laurence J. O'Brien    Title: Vice President

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Signature Page to Amendment to Junior Notes Intecreditor Agreement

Revolving Credit Collateral Agent

BANK OF AMERICA, N.A.,
as Revolving Credit Collateral Agent

By:     /s/Robert Q. MahoneyName:Robert Q. Mahoney
Title: Sr. Vice President    

S-2

Signature Page to Amendment to Junior Notes Intecreditor Agreement

GRANTORS’ ACKNOWLEDGMENT AND AGREEMENT

The undersigned, being the Grantors referred to in the foregoing Amendment (and the Agreement amended thereby), hereby acknowledge receipt of a copy thereof, and agree to be bound by all of the terms and provisions thereof. 

Dated the date of the foregoing Amendment:

CENVEO CORPORATION

CENVEO, INC.

By:     /s/ Scott J. GoodwinName: Scott J. Goodwin    Title:     Chief Financial Officer

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Signature Page to Amendment to Junior Notes Intecreditor Agreement

CNMW INVESTMENTS, INC.

CENVEO SERVICES, LLC

DISCOUNT LABELS, LLC

CENVEO OMEMEE LLC

COLORHOUSE CHINA, INC.

RX JV HOLDING, INC.

CRX JV, LLC

CRX HOLDING, INC.

RX TECHNOLOGY CORP.

CADMUS PRINTING GROUP, INC.

CADMUS FINANCIAL DISTRIBUTION, INC.

GARAMOND/PRIDEMARK PRESS, INC.

CADMUS JOURNAL SERVICES, INC.

CADMUS DELAWARE, INC.

CADMUS UK, INC.

EXPERT GRAPHICS, INC.

CADMUS MARKETING GROUP, INC.

CADMUS MARKETING, INC.

CADMUS/O’KEEFE MARKETING, INC.

OLD TSI, INC.

PORT CITY PRESS, INC.

CADMUS INTERNATIONAL HOLDINGS, INC.

CDMS MANAGEMENT, LLC
MADISON/GRAHAM COLORGRAPHICS, INC.

VSUB HOLDING COMPANY

By:     /s/ Scott J. GoodwinName: Scott J. Goodwin    Title:     Chief Financial Officer

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Signature Page to Amendment to Junior Notes Intecreditor Agreement

VAUGHAN PRINTERS INCORPORATED

MADISON/GRAHAM COLORGRAPHICS

INTERSTATE SERVICES, INC.

COMMERCIAL ENVELOPE

MANUFACTURING CO. INC.

CENVEO CEM, INC.

CENVEO CEM, LLC

LIGHTNING LABELS, LLC

NASHUA CORPORATION

NASHUA INTERNATIONAL, INC.

ENVELOPE PRODUCT GROUP, LLC

By:     /s/ Scott J. GoodwinName: Scott J. Goodwin    Title:     Chief Financial Officer    

S-5

Signature Page to Amendment to Junior Notes Intecreditor Agreement

EXHIBIT A TO AMENDMENT NO. 1

MARKED VERSION REFLECTING CHANGES PURSUANT TO AMENDMENT NO. 1

ADDED TEXT SHOWN UNDERSCORED

DELETED TEXT SHOWN STRIKETHROUGH

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of June 26, 2014 and entered into by and among Cenveo, Inc., a Colorado corporation (“Holdings”), Cenveo Corporation, a Delaware corporation (the “Borrower”), certain other subsidiaries of Holdings that become party hereto from time to time as Guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent for the holders of the Revolving Credit Obligations (as defined below) (together with its permitted successors and assigns, the “Revolving Credit Collateral Agent”), The Bank of New York Mellon (“BNY Mellon”),as collateral agent for the holders of the 2016 Secured Notes Obligations (as defined below) (together with its permitted successors and assigns, the “2016 Secured Notes Collateral Agent”), BNY Mellon, as collateral agent for the holders of the Senior Priority Fixed Asset Obligations (as defined below) (together with its permitted successors and assigns, the “Senior Priority Fixed Asset Collateral Agent”), and together with the Revolving Credit Collateral Agent and the 2016 Secured Notes Collateral Agent being referred to herein, collectively, as the “Senior Priority Collateral Agents”), and BNY Mellon, as collateral agent for the holders of the Junior Priority Obligations (as defined below) (together with its permitted successors and assigns, the “Junior Priority Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below or, if not otherwise defined, the Revolving Credit Agreement (as such term is defined below) or, if not otherwise defined in Section 1 below or in the Revolving Credit Agreement, the 2016 Secured Notes Purchase Agreement,the Senior Priority Indenture or the Junior Priority Indenture (as such terms are defined below), as the case may be.

RECITALS

The Borrower, Holdings, the lenders and agents party thereto and the Revolving Credit Collateral Agent have entered into that certain asset-based revolving credit agreement, dated as of April 16, 2013, providing a revolving credit and letter of credit facility to the Borrower (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Revolving Credit Agreement”);

The Borrower, the Guarantors, the 2016 Secured Notes Collateral Agent, BNY Mellon, as trustee, and the Noteholders (as defined therein) are party to an indenture and note purchase agreement governing the 2016 Secured Notes (as defined below), dated as of June 10, 2016 (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “2016 Secured Notes Purchase Agreement”); The 2016 Secured Notes Purchase Agreement has refinanced and replaced a portion of the Revolving Credit Agreement and, accordingly, constitutes an ABL Facility (as defined in both the Senior Priority Indenture (as defined below) and the Junior Priority Indenture (as defined below)) and Senior Priority Obligations (as defined in the Junior Priority Indenture);

The Borrower, the Guarantors, the Senior Priority Fixed Asset Collateral Agent and BNY Mellon, as trustee (in such capacity and together with its successors and assigns, the “Senior

PriorityTrustee”), are party to an indenture governing withthe Senior Priority Notes (as defined below), dated as of the date hereof (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Senior PriorityIndenture”);

The Borrower, the Guarantors, the Junior Priority Collateral Agent and BNY Mellon, as trustee (in such capacity and together with its successors and assigns, the “Junior PriorityTrustee”), are party to an indenture governing withthe Junior Priority Notes (as defined below), dated as of the date hereof (as amended, supplemented, amended and restated, replaced, Refinanced or otherwise modified from time to time, the “Junior Priority Indenture”);

Each of the Revolving Credit Collateral Agent, theSenior Priority Fixed Asset Collateral AgentCollateral Agents and the Junior Priority Collateral Agent desires to agree to the relative priority of their respective Liens on the Collateral and certain other rights, priorities and interests as set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.Definitions.

1.1.    Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

“2016 Intercreditor Agreement” means the Intercreditor Agreement, dated as of June 10, 2016, by and among the Revolving Credit Collateral Agent, the 2016 Secured Notes Collateral Agent and the Grantors, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“2016 Secured Notes” means the 4% Senior Secured Notes due 2021 issued by the Borrower pursuant to the 2016 Secured Notes Purchase Agreement in an initial aggregate principal amount of $50,000,000, including, for the avoidance of doubt, any Indebtedness incurred or issued by the Borrower that Refinances any of the foregoing.

“2016 Secured Notes Claimholders” means, at any relevant time, the holders of 2016 Secured Notes Obligations at that time, including the “Secured Parties” as defined in the 2016 Secured Notes Security Agreement.

“2016 Secured Notes Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, that is or is intended under the terms of the 2016 Secured Notes Collateral Documents to be subject to Liens in favor of the 2016 Secured Notes Collateral Agent for the benefit of the 2016 Secured Notes Claimholders.

“2016 Secured Notes Collateral Agent” has the meaning assigned to that term in the Preamble of this Agreement.

“2016 Secured Notes Collateral Documents” means the 2016 Secured Notes Security Agreement, all other “Security Documents” as defined in the 2016 Secured Notes Purchase Agreement and all other security agreements, mortgages, deeds of trust and other collateral documents executed and

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delivered in connection with the 2016 Secured Notes Purchase Agreement, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“2016 Secured Notes Credit Parties” means the Borrower, Holdings, the other Guarantors and each other direct or indirect subsidiary or parent of Holdings or any of its Affiliates that is now or hereafter becomes a party to any 2016 Secured Notes Document.

“2016 Secured Notes Documents” means the 2016 Secured Notes Purchase Agreement, the 2016 Secured Notes, the 2016 Secured Notes Collateral Documents and those other ancillary agreements as to which the 2016 Secured Notes Collateral Agent or any other 2016 Secured Notes Claimholder is a party or a beneficiary (including any intercreditor or joinder agreements) and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any 2016 Secured Notes Credit Party or any of its respective subsidiaries or Affiliates, and delivered to the 2016 Secured Notes Collateral Agent or any 2016 Secured Notes Claimholder, in connection with any of the foregoing or any 2016 Secured Notes Document, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“2016 SecuredNotes Obligations” means all “Note Obligations” (as such term is defined in the 2016 Secured Notes Purchase Agreement) and other obligations of every nature of each Grantor from time to time owed to any 2016 Secured Notes Claimholder under the 2016 Secured Notes Documents, whether for principal, interest, fees, expenses, indemnification or otherwise. “2016 Secured Notes Obligations” shall include all Post-Petition Interest with respect to the 2016 Secured Notes Documents.

“2016 Secured Notes Purchase Agreement” has the meaning given to such term in the recitals of this Agreement, including, for the avoidance of doubt, any Refinancing of the 2016 Secured Notes Purchase Agreement in effect on the Issue Date.

“2016 Secured Notes Security Agreement” means the Senior 4% Secured Notes Pledge and Security Agreement, dated as of June 10, 2016, among the Borrower, each of the other grantors from time to time party thereto and the 2016 Secured Notes Collateral Agent, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“ABL Collateral” means the “ABL Collateral” (as defined in the ABL Intercreditor Agreement).

“ABL Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof,June 26, 2014, by and among the Revolving Credit Collateral Agent, the 2016 Secured Notes Collateral Agent,the Senior Priority Fixed Asset Agent and the Grantors., as amended by that certain Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016.

“Additional Pari Passu Junior Priority Agent” means the Person appointed to act as trustee, agent or representative for the holders of Additional Pari Passu Junior Priority Obligations pursuant to any Additional Pari Passu Junior Priority Agreement, it being understood and agreed that no Additional Pari Passu Junior Priority Agent (if other than the Junior Priority Collateral Agent) shall hold directly any Lien on Collateral.

“Additional Pari Passu Junior Priority Agreement” means the indenture, credit agreement, note purchase agreement or other agreement under which any Additional Pari Passu Junior Priority Obligations are incurred.

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“Additional Pari Passu Junior Priority Obligations” means Indebtedness of the Grantors issued following the date of this Agreement to the extent (a) such Indebtedness is permitted by the terms of the Revolving Credit Agreement,the 2016 Secured Notes Purchase Agreement, the Senior Priority Indenture and the Junior Priority Indenture to be secured by Liens on the Collateral ranking pari passu with the Liens securing the Junior Priority Notes Obligations, (b) the Grantors have granted Liens on the Collateral to secure the obligations in respect of such Indebtedness, and (c) the Additional Pari Passu Junior Priority Agent, for and on behalf of the holders of such Indebtedness, has executed a joinder agreement to the Junior Priority Security Agreement in the form attached thereto agreeing on behalf of itself and such holders to (i) be bound by the terms of this Agreement applicable to them, (ii) appoint the Junior Priority Collateral Agent to act as their collateral agent and representative hereunder and thereunder and (iii) be bound by the pari passu intercreditor provisions contained in the Junior Priority Collateral Documents entered into in connection with the Junior Priority Indenture (which provisions are binding on the Junior Priority Secured Parties only). “Additional Pari Passu Junior Priority Obligations” shall include all Post-Petition Interest with respect to any Additional Pari Passu Junior Priority Agreement.

“Additional Pari Passu Senior Priority Agent” means the Person appointed to act as trustee, agent or representative for the holders of Additional Pari Passu Senior Priority Fixed Asset Obligations pursuant to any Additional Pari Passu Senior Priority Fixed Asset Agreement, it being understood and agreed that no Additional Pari Passu Senior Priority Agent (if other than the Senior Priority Fixed Asset Collateral Agent) shall hold directly any Lien on Collateral.

“Additional Pari Passu Senior Priority Fixed Asset Agreement” means the indenture, credit agreement, note purchase agreement or other agreement under which any Additional Pari Passu Senior Priority Fixed Asset Obligations are incurred.

“Additional Pari Passu Senior Priority Fixed Asset Obligations” means Indebtedness of the Grantors issued following the date of this Agreement to the extent (a) such Indebtedness is permitted by the terms of the Revolving Credit Agreement, the 2016 Secured Notes Purchase Agreement,the Senior Priority Indenture and the Junior Priority Indenture to be secured by Liens on the Collateral ranking pari passu with the Liens securing the Senior Priority Notes Obligations, (b) the Grantors have granted Liens on the Collateral to secure the obligations in respect of such Indebtedness, and (c) the Additional Pari Passu Senior Priority Agent, for and on behalf of the holders of such Indebtedness, has executed a joinder agreement to the Senior Priority Fixed Asset Security Agreement in the form attached thereto agreeing on behalf of itself and such holders to (i) be bound by the terms of this Agreement applicable to them, (ii) appoint the Senior Priority Fixed Asset Collateral Agent to act as their collateral agent and representative hereunder and thereunder and (iii) be bound by the pari passu intercreditor provisions contained in the Senior Priority Fixed Asset Collateral Documents entered into in connection with the Senior Priority Indenture (which provisions are binding on the Senior Priority Fixed Asset Secured Parties only). “Additional Pari Passu Senior Priority Fixed Asset Obligations” shall include all Post-Petition Interest with respect to any Additional Pari Passu Senior Priority Fixed Asset Agreement.

“Affiliate” means, as applied to any Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, the Person specified. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ability to exercise voting power, by contract or otherwise.

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“Agreement” means this Intercreditor Agreement, as amendedby Amendment No. 1 to the Intercreditor Agreement, dated as of June 10, 2016, and as may be further amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means each of the Bankruptcy Code, any similar federal, state, provincial, territorial or foreign laws, rules or regulations for the relief of debtors or any reorganization, insolvency, moratorium or assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Person and any similar laws, rules or regulations relating to or affecting the enforcement of creditors’ rights generally.

“BNY Mellon” has the meaning assigned to that term in the Preamble of this Agreement.

“Borrower” has the meaning given to such term in the Preamble of this Agreement.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Revolving Credit Collateral Agent’s office is located, the state where the 2016 Secured Notes Collateral Agent’s principal corporate trust office is located, the state where theSenior Priority Fixed Asset Collateral Agent’s principal corporate trust office is located, the state where theJunior Priority Collateral Agent’s principal corporate trust office is located, Stamford, Connecticut or New York, New York.

“Canadian Grantor” means the Grantors that are organized under the law of Canada or any province or territory thereof.

“Claimholders” means, collectively, the Revolving Credit Claimholders, the 2016 Secured Notes Claimholders,the Senior Priority Fixed Asset Claimholders and the Junior Priority Claimholders.

“Collateral” means all of the assets and property now owned or at any time hereafter acquired by any Grantor, whether real, personal or mixed, constituting Revolving Credit Collateral, 2016 Secured Notes Collateral,Junior Priority Collateral and/or Senior Priority Fixed Asset Collateral.

“Collateral Agents” means, collectively, (i) the Revolving Credit Collateral Agent, (ii)the 2016 Secured Notes Collateral Agent, (iii) the Senior Priority Fixed Asset Collateral Agent and (iiiiv) the Junior Priority Collateral Agent.

“Collateral Enforcement Action” means, collectively or individually for one or more of the Collateral Agents, when a Senior Priority Default or a Junior Priority Default, as the case may be, has occurred and is continuing, whether or not in consultation with any other Collateral Agent, any action by any Collateral Agent to repossess or join any Person in repossessing, or exercise or join any Person in exercising, or institute or maintain or participate in any action or proceeding with respect to, any remedies with respect to any Collateral or commence the judicial enforcement of any of the rights and remedies under the Credit Documents or under any applicable law, but in all cases (i) including, without limitation, (a) instituting or maintaining, or joining any Person in instituting or maintaining, any enforcement, contest, protest, attachment, collection, execution, levy or foreclosure action or proceeding with respect to any Collateral, whether under any Credit Document or otherwise, (b) exercising any right of set-off with respect to any Credit Party or (c) exercising any remedy under any Deposit Account Control Agreement (as defined in the Revolving Credit Agreement), Dominion Account (as defined in

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the Revolving Credit Agreement), Landlord Lien Waiver and Access Agreement (as defined in the Revolving Credit Agreement) or similar agreement or arrangement and (ii) excluding the imposition of a default rate or late fee.

“Contingent Obligations” means at any time, any indemnification or other similar contingent obligations which are not then due and owing at the time of determination.

“Credit Documents” means, collectively, the Senior Priority Documents and the Junior Priority Documents.

“Credit Party” means each Revolving Credit Party, each 2016 Secured Notes Credit Party,each Senior Priority Fixed Asset Credit Party and each Junior Priority Credit Party.

“Deposit Account” as defined in the UCC (or, with respect to any Canadian Grantor, the meaning given to the term “account” in the PPSA).

“Designated Senior Priority Collateral Agent” means (a) with respect to any Collateral constituting Fixed Asset Priority Collateral, (i) untilthe Discharge ofSenior Priority Fixed AssetObligations, the Senior Priority Fixed Asset Collateral Agent, (ii) from and after the Discharge of Senior Priority Fixed Asset Obligations, the Revolving Credit Collateral Agent and (iii) from and after the Discharge of Senior Priority Fixed Asset Obligations and the Discharge of Revolving Credit Obligations, the 2016 Secured Notes Collateral Agent and (b) with respect to any Collateral constituting ABL Collateral, the Revolving Credit(i) until the Discharge of Revolving Credit Obligations, the Revolving Credit Collateral Agent, (ii) from and after the Discharge of Revolving Credit Obligations, the 2016 Secured Notes Collateral Agent and (iii) from and after the Discharge of Revolving Credit Obligations and the Discharge of 2016 Secured Notes Obligations, the Senior Priority Fixed Asset Collateral Agent.

“DIP Financing” has the meaning assigned to that term in Section 6.1.

“Discharge of Revolving Credit2016 Secured Notes Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a)     payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the 2016 Secured Notes Documents and constituting 2016 Secured Notes Obligations;

(b)     payment in full in cash of all other 2016 Secured Notes Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(c)    termination or expiration of all commitments, if any, to extend credit that would constitute 2016 Secured Notes Obligations.

“Discharge of Revolving Credit Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a)payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Revolving Credit Documents and constituting Revolving Credit Obligations;

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(b)payment in full in cash of all other Revolving Credit Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time);

(c)termination or expiration of all commitments, if any, to extend credit that would constitute Revolving Credit Obligations; and

(d)termination of all letters of credit issued under the Revolving Credit Documents and constituting Revolving Credit Obligations or providing cash collateral or backstop letters of credit reasonably acceptable to the Revolving Credit Collateral Agent in an amount equal to 103% of the applicable outstanding reimbursement obligation (in a manner reasonably satisfactory to the Revolving Credit Collateral Agent).

“Discharge of Senior Priority Fixed Asset Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a)     (i) payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Senior PriorityFixed Asset Documents and constituting Senior PriorityFixed Asset Obligations;

(ii) payment in full in cash of all other Senior PriorityFixed Asset Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(iii) termination or expiration of all commitments, if any, to extend credit that would constitute Senior PriorityFixed Asset Obligations; or

(b)    solely in the case of Senior Priority Note Obligations or, to the extent applicable, any series of Additional Pari Passu Senior Priority Fixed Asset Obligations, satisfaction and discharge of the Senior Priority Indenture or the Additional Pari Passu Senior Priority Fixed Asset Agreement with respect to such series of Additional Pari Passu Senior Priority Fixed Asset Obligations, respectively, in accordance with terms of the Senior Priority Indenture or such Additional Pari Passu Senior Priority Fixed Asset Obligations Agreement, respectively.

“Discharge of Senior Priority Obligations” means the occurrence of botheach of the Discharge of Senior Priority Fixed Asset Obligationsand, the Discharge of Revolving Credit Obligationsand the Discharge of 2016 Secured Notes Obligations.

“Disposition” has the meaning assigned to that term in Section 5.1(b).

“Grantors” means the Borrower, Holdings, each other Guarantor and each other Person that has or may from time to time hereafter execute and deliver a2016 Secured Notes Collateral Document, a Senior Priority Fixed Asset Collateral Document, aJunior Priority Collateral Document or a Revolving Credit Collateral Document as a “grantor” or “pledgor” (or the equivalent thereof).

“Guarantor” means, collectively, each “Guarantor” as defined in the 2016 Secured Notes Purchase Agreement,the Senior Priority Indenture, the Junior Priority Indenture and the Revolving Credit Agreement.

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“Holdings” has the meaning set forth in the Preamble to this Agreement.

“Indebtedness” means “Indebtedness” within the meaning of the2016 Secured Notes Purchase Agreement, Senior Priority Indenture, Junior Priority Indenture or the Revolving Credit Agreement, as applicable.

“Insolvency or Liquidation Proceeding” means:

(a)any voluntary or involuntary case or proceeding under the Bankruptcy Code or any other Bankruptcy Law with respect to any Grantor;

(b)any other voluntary or involuntary insolvency, reorganization, winding-up or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets (other than any merger, amalgamation, arrangement, consolidation, liquidation, windup or dissolution not involving bankruptcy that is expressly permitted pursuant to of the terms of each of theRevolving Credit Agreement, the 2016 Secured Notes Purchase Agreement,the Senior Priority Indenture and the Junior Priority Indenture);

(c)any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (other than any merger, amalgamation, arrangement, consolidation, liquidation, windup or dissolution not involving bankruptcy that is expressly permitted pursuant to the terms of each ofthe Revolving Credit Agreement, the 2016 Secured Notes Purchase Agreement,the Senior Priority Indenture and the Junior Priority Indenture);

(d)any case or proceeding seeking arrangement, adjustment, protection, relief or composition of any debt or other property of any Grantor;

(e)any case or proceeding seeking the entry of an order of relief or the appointment of a custodian, receiver, interim receive, monitor, trustee or other similar proceeding with respect to any Grantor or any property or Indebtedness of any Grantor; or

(f)any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Grantor.

“Junior PriorityClaimholders” means, at any relevant time, the holders of Junior Priority Obligations at that time, including the Junior Priority Collateral Agent.

“Junior Priority Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, that is or is intended under the terms of the Junior Priority Collateral Documents to be subject to Liens in favor of the Junior Priority Collateral Agent for the benefit of the Junior Priority Secured Parties.

“Junior Priority Collateral Agent” has the meaning set forth in the Preamble to this Agreement and shall include any successor thereto as well as any Person designated as the “Junior Priority Collateral Agent,” “Notes Collateral Agent” or “Collateral Agent” under the Junior Priority Indenture or any Additional Pari Passu Junior Priority Agreement.

“Junior Priority Collateral Documents” means the Junior Priority Security Agreement, the Junior Priority Mortgages, all other “Security Documents” as defined in the Junior Priority Indenture

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and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection with the Junior Priority Indenture or any Additional Pari Passu Junior Priority Agreement, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Junior Priority Credit Parties” means the Borrower, Holdings, the other Guarantors and each other direct or indirect subsidiary or parent of Holdings or any of its Affiliates that is now or hereafter becomes a party to any Junior Priority Document.

“Junior Priority Default” means an “Event of Default” or equivalent term (as defined in any of the Junior Priority Documents).

“Junior PriorityDocuments” means the Junior Priority Indenture, the Junior Priority Notes, each Additional Pari Passu Junior Priority Agreement, the Junior Priority Collateral Documents and those other ancillary agreements as to which the Junior Priority Collateral Agent or any other Junior Priority Secured Party is a party or a beneficiary (including any intercreditor or joinder agreements) and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any Junior Priority Credit Party or any of its respective subsidiaries or Affiliates, and delivered to the Junior Priority Collateral Agent, the Junior Priority Trustee or any Additional Pari Passu Junior Priority Agent, in connection with any of the foregoing or any Junior Priority Document, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Junior PriorityIndenture” has the meaning given to such term in the recitals of this Agreement including, for the avoidance of doubt, any Refinancing of the Junior Priority Indenture in effect on the Issue Date.

“Junior Priority Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Junior Priority Obligations or (except for this Agreement) under which rights or remedies with respect to any such Liens are governed.

“Junior PriorityNotes” means (a) the initial $250,000,000 in aggregate principal amount of 8.500% Junior Priority Secured Notes due 2022 issued by the Borrower pursuant to the Junior Priority Indenture and (b) any additional notes issued under the Junior Priority Indenture by the Borrower, to the extent permitted by the Junior Priority Indenture , the Senior Priority Indenture, the 2016 Secured Notes Purchase Agreement and the Revolving Credit Agreement, in each case, including, for the avoidance of doubt, any Indebtedness incurred or issued by the Borrower that Refinances any of the foregoing.

“Junior Priority Notes Holders” means the “Holders” as defined in the Junior Priority Indenture and any holders of Additional Pari Passu Junior Priority Obligations.

“Junior PriorityNotes Obligations” means all “Obligations” (as such term is defined in the Junior Priority Indenture) of the Issuer and the Guarantors in respect of the Junior Priority Notes, the Guarantees (as such term is defined in the Junior Priority Indenture), the Junior Priority Indenture and the Security Documents (as such term is defined in the Junior Priority Indenture). “Junior Priority Notes Obligations” shall include all Post-Petition Interest with respect to the Junior Priority Indenture, the Junior Priority Notes or the Guarantees (as such term is defined in the Junior Priority Indenture).

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“Junior PriorityObligations” means the Junior Priority Notes Obligations and the Additional Pari Passu Junior Priority Obligations. “Junior Priority Obligations” shall include all Post-Petition Interest with respect to Junior Priority Documents.

“Junior Priority Secured Parties” means the Secured Parties (as defined in the Junior Priority Security Agreement).

“Junior Priority Security Agreement” means the Junior Notes Pledge and Security Agreement, dated as of the date hereof, among the Borrower, each of the other grantors from time to time party thereto and the Junior Priority Collateral Agent, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Junior Priority Trustee” has the meaning assigned to that term in the Preamble of this Agreement.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“New Agent” has the meaning assigned to that term in Section 5.5.

“New Debt Notice” has the meaning assigned to that term in Section 5.5.

“Obligations” means the Senior Priority Obligations and the Junior Priority Obligations.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledged Collateral” has the meaning set forth in Section 5.4(a).

“Post-Petition Interest” means interest, fees, expenses and other charges that pursuant to the Junior Priority Documents or the Senior Priority Documents, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable under applicable the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.

“PPSA” means thePersonal Property Security Act (Ontario), including the regulations thereto, provided that if perfection or the effect of perfection or non-perfection or the priority of any Lien created under any of the Credit Documents on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than the Province of Ontario, “PPSA” means the Personal Property Security Act or such other applicable legislation (including the Civil Code (of Quebec)) in effect from time to time in such other jurisdiction in Canada for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Recovery” has the meaning set forth in Section 6.4.

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“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Revolving Credit Agreement” has the meaning assigned to that term in the Recitals to this Agreement, including, for the avoidance of doubt, any Refinancing of the Revolving Credit Agreement in effect on the date hereof.

“Revolving Credit Claimholders” means, at any relevant time, the holders of Revolving Credit Obligations at that time, including the “Secured Parties” as defined in the Revolving Security Agreement.

“Revolving Credit Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Revolving Credit Obligations.

“Revolving Credit Collateral Agent” has the meaning assigned to that term in the Preamble of this Agreement.

“Revolving Credit Collateral Documents” means the Security Documents and any other agreement, document or instrument pursuant to which a Lien is granted by any Grantor securing any Revolving Credit Obligations or under which rights or remedies with respect to such Liens are governed.

“Revolving Credit Documents” means the Revolving Credit Agreement and the other Loan Documents (as defined in the Revolving Credit Agreement), any Secured Bank Product Obligation (as defined in the Revolving Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other Revolving Credit Obligation, and any other document or instrument executed or delivered at any time in connection with any Revolving Credit Obligations, including any intercreditor or joinder agreement among holders of Revolving Credit Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“Revolving Credit Obligations” means all “Obligations” (as defined in the Revolving Credit Agreement) and other obligations of every nature of each Grantor from time to time owed to any Revolving Credit Claimholder or any other respective Affiliates under the Revolving Credit Documents, whether for principal, interest, reimbursement of amounts drawn under letters of credit, fees, expenses, indemnification or otherwise. “Revolving Credit Obligations” shall include all Post-Petition Interest with respect to Revolving Credit Documents.

“Revolving Credit Party” means each “Loan Party” as defined in the Revolving Credit Agreement.

“Revolving Security Agreement” means the Pledge and Security Agreement, dated as of April 16, 2013, among the Borrower, each of the other grantors from time to time party thereto and Bank of America, N.A., as collateral agent, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Securities Account” as defined in the UCC.

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“Senior Priority Claimholders” means, collectively, the Revolving Credit Claimholders, the 2016 Secured Notes Claimholders and the Senior Priority Fixed Asset Claimholders.

“Senior Priority Collateral Agents” means the Revolving Credit Agent and the Senior Priority Fixed Asset Collateral Agenthas the meaning assigned to that term in the Preamble of this Agreement.

“Senior Priority Collateral Documents” means, collectively, the Revolving Credit Collateral Documents, the 2016 Secured Notes Collateral Documents and the Senior Priority Fixed Asset Collateral Documents.

“Senior Priority Documents” means, collectively, the Revolving Credit Documents, the 2016 Secured Notes Documents and the Senior Priority Fixed Asset Documents.

“Senior Priority Default” means an “Event of Default” or equivalent term (as defined in any of the Senior Priority Documents).

“Senior PriorityFixed Asset Claimholders” means, at any relevant time, the holders of Senior Priority Fixed Asset Obligations at that time, including the Senior Priority Collateral AgentAgents.

“Senior Priority Fixed Asset Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, that is or is intended under the terms of the Senior Priority Fixed Asset Collateral Documents to be subject to Liens in favor of the Senior Priority Fixed Asset Collateral Agent for the benefit of the Senior Priority Fixed Asset Secured Parties.

“Senior Priority Fixed Asset Collateral Agent” has the meaning set forth in the Preamble to this Agreement and shall include any successor thereto as well as any Person designated as the “Senior Priority Collateral Agent,” “Notes Collateral Agent” or “Collateral Agent” under the Senior Priority Indenture or any Additional Pari Passu Senior Priority Fixed Asset Agreement.

“Senior PriorityFixed Asset Collateral Documents” means the Senior Priority Fixed Asset Security Agreement, the Senior Priority Fixed Asset Mortgages, all other “Security Documents” as defined in the Senior Priority Indenture and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection with the Senior Priority Indenture or any Additional Pari Passu Senior Priority Fixed Asset Agreement, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Senior Priority Fixed Asset Credit Parties” means the Borrower, Holdings, the other Guarantors and each other direct or indirect subsidiary or parent of Holdings or any of its Affiliates that is now or hereafter becomes a party to any Senior Priority Fixed Asset Document.

“Senior Priority Fixed Asset Documents” means the Senior Priority Indenture, the Senior Priority Notes, each Additional Pari Passu Senior Priority Fixed Asset Agreement, the Senior Priority Fixed Asset Collateral Documents and those other ancillary agreements as to which the Senior Priority Fixed Asset Collateral Agent or any other Senior Priority Fixed Asset Secured Party is a party or a beneficiary (including any intercreditor or joinder agreements) and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any Senior Priority Fixed Asset Credit Party or any of its respective subsidiaries or Affiliates, and delivered to the Senior Priority Fixed Asset Collateral Agent, the Senior Priority Trustee or any Additional Pari Passu Senior Priority Fixed Asset Agent, in connection with any of the foregoing or any Senior Priority Fixed Asset Document, in

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each case as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Senior Priority Fixed Asset Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Senior Priority Fixed Asset Obligations or (except for this Agreement) under which rights or remedies with respect to any such Liens are governed.

“Senior PriorityFixed Asset Obligations” means the Senior Priority Notes Obligations and the Additional Pari Passu Senior Priority Fixed Asset Obligations. “Senior Priority Fixed Asset Obligations” shall include all Post-Petition Interest with respect to Senior Priority Fixed Asset Documents.

“Senior Priority Fixed Asset Secured Parties” means the Secured Parties (as defined in the Senior Priority Fixed Asset Security Agreement).

“Senior PriorityFixed Asset Security Agreement” means the Senior Notes Pledge and Security Agreement, dated as of the date hereof, among the Issuer, each of the other grantors from time to time party thereto and the Senior Priority Fixed Asset Collateral Agent, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Senior PriorityIndenture” has the meaning given to such term in the recitals of this Agreement including, for the avoidance of doubt, any Refinancing of the Senior Priority Indenture in effect on the Issue Date.

“Senior PriorityNotes” means (a) the initial $540,000,000 in aggregate principal amount of 6.000% Senior Priority Secured Notes due 2019 issued by the Borrower pursuant to the Senior Priority Indenture and (b) any additional notes issued under the Senior Priority Indenture by the Borrower, to the extent permitted by the Senior Priority Indenture, the Junior Priority Indenture, the 2016 Secured Notes Purchase Agreement and the Revolving Credit Agreement, in each case, including, for the avoidance of doubt, any Indebtedness incurred or issued by the Borrower that Refinances any of the foregoing.

“Senior Priority Notes Holders” means the “Holders” as defined in the Senior Priority Indenture and any holders of Additional Pari Passu Senior Priority Fixed Asset Obligations.

“Senior PriorityNotes Obligations” means all “Obligations” (as such term is defined in the Senior Priority Indenture) of the Borrower and the Guarantors in respect of the Senior Priority Notes, the Guarantees (as such term is defined in the Senior Priority Indenture), the Senior Priority Indenture and the Security Documents (as such term is defined in the Senior Priority Indenture). “Senior Priority Notes Obligations” shall include all Post-Petition Interest with respect to the Senior Priority Indenture, the Senior Priority Notes or the Guarantees (as such term is defined in the Junior Priority Indenture).

“Senior Priority Obligations” means the Revolving Credit Obligations, the 2016 Secured Notes Obligations and the Senior Priority Fixed Asset Obligations.

“Senior Priority Trustee” has the meaning assigned to that term in the recitals of this Agreement.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any

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of the attachment, perfection or priority of any Collateral Agent’s or any secured party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect from time to time in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

1.2.    Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

(a)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended in accordance with the terms of this Agreement (including in connection with any Refinancing);

(b)any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c)the words “herein,” “hereof’ and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d)all references herein to Sections shall be construed to refer to Sections of this Agreement;

(e)all references to terms defined in the UCC or the PPSA, as applicable, shall have the meaning ascribed to them therein (unless otherwise specifically defined herein); and

(f)the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2.    Lien Priorities.

2.1.    Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Senior Priority Obligations granted on the Collateral or of any Liens securing the Junior Priority Obligations granted on the Collateral and notwithstanding any provision of any UCC, the PPSA or any other applicable law or the Senior Priority Documents or the Junior Priority Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the Senior Priority Obligations or Junior Priority Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, the 2016 Secured Notes Collateral Agent, on behalf of itself and the 2016 Secured Notes Claimholders,the Senior Priority Fixed Asset Collateral Agent, on behalf of itself and the Senior Priority Fixed Asset Claimholders and the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, hereby each agrees that:

(a)any Lien of any Senior Priority Collateral Agent on the Collateral securing any Senior Priority Obligations, whether now or hereafter held by or on behalf of any Senior Priority Collateral Agent or any Senior Priority Claimholders or any agent or trustee therefor, regardless

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of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens on the Collateral securing any Junior Priority Obligations; and

(b)any Lien of the Junior Priority Collateral Agent on the Collateral securing any Junior Priority Obligations, whether now or hereafter held by or on behalf of the Junior Priority Collateral Agent, any Junior Priority Claimholder or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any Senior Priority Obligations. All Liens on the Collateral securing any Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Junior Priority Obligations for all purposes, whether or not such Liens securing any Senior Priority Obligations are subordinated to any Lien securing any other obligation of the Borrower, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

2.2.    Prohibition on Contesting Liens. The Junior Priority Collateral Agent, for itself and on behalf of each Junior Priority Claimholder, and each Senior Priority Collateral Agent, for itself and on behalf of each Senior Priority Claimholder for which it is acting hereunder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Senior Priority Claimholders or any of the Junior Priority Claimholders in the Collateral, respectively, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any Junior Priority Claimholder or Senior Priority Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Obligations as provided in Sections 2.1 and 3.1.

2.3.    No New Liens.

(a)    Until the Discharge of Senior Priority Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that there shall be no Liens on any asset or property to secure any Junior Priority Obligation unless a Lien on such asset or property also secures the Senior Priority Obligations. If the Junior Priority Collateral Agent or any Junior Priority Claimholder shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Obligations that are not also subject to the senior-priority Liens securing Senior Priority Obligations under the Senior Priority Collateral Documents, such Junior Priority Collateral Agent if a responsible officer of the Junior Priority Collateral Agent has actual knowledge thereof or Junior Priority Claimholder (i) shall notify each Senior Priority Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Priority Collateral Agents as security for the Senior Priority Obligations, shall, at the expense of such Grantor, assign such Lien to the Senior Priority Collateral Agents as security for the Senior Priority Obligations (but shall retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Senior Priority Collateral Agents, shall be deemed to hold and have held such Lien for the benefit of the Senior Priority Collateral Agents as security for the Senior Priority Obligations. The Junior Priority Collateral Agent shall have no liability in connection with thethis Section 2.3(a) except as a result of its gross negligence or wilfulwillful misconduct.

(b)    To the extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1.

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In addition, to the extent that Liens are granted on any asset or property to secure any Junior Priority Obligation and a corresponding Lien is not granted to secure any of the Senior Priority Obligations, without limiting any other rights and remedies available hereunder, the Junior Priority Collateral Agent, on behalf of the Junior Priority Claimholders agrees that any amounts received by or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

(c)    Notwithstanding anything to the contrary in clauses (a) and (b) above, this Section 2.3 shall not be violated with respect to any Revolving Credit Obligations if for any reason the Revolving Credit Collateral Agent expressly declines to accept a Mortgage, or releases a Mortgage, on the Mortgaged Property owned by Envelope Product Group, LLC and located at Route 866, Williamsburg, PA 16693.

2.4.    Similar Liens and Agreements. The parties hereto agree that it is their intention that the Revolving Credit Collateral,the 2016 Secured Notes Collateral, the Senior Priority Fixed Asset Collateral and the Junior Priority Collateral be identical.; provided that this provision will not be violated with respect to any Revolving Credit Obligations if for any reason the Revolving Credit Collateral Agent expressly declines to accept a Mortgage, or releases a Mortgage, on the Mortgaged Property owned by Envelope Product Group, LLC and located at Route 866, Williamsburg, PA 16693. In furtherance of the foregoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement:

(a)upon request by the Revolving Credit Collateral Agent, theany Senior PriorityFixed Asset Collateral Agent or the Junior Priority Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Revolving Credit Collateral, the 2016 Secured Notes Collateral,the Senior Priority Fixed Asset Collateral and the Junior Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Revolving Credit Documents, the 2016 Secured Notes Documents,the Senior Priority Fixed Asset Documents, and the Junior Priority Documents; and

(b)that the Revolving Credit Collateral Documents, taken as a whole, the 2016 Secured Notes Collateral Documents, taken as a whole,the Senior Priority Fixed Asset Collateral Documents, taken as a whole and the Junior Priority Collateral Documents, taken as a whole, shall be in all material respects the same forms of documents other than with respect to differences to reflect the nature of the financial arrangements and the relative lien priorities securing the Obligations thereunder.

SECTION 3.    Enforcement.

3.1.    Exercise of Remedies – Restrictions on Junior Priority Collateral Agent.

(a)    Until the Discharge of Senior Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Junior Priority Collateral Agent and the Junior Priority Claimholders:

(1)    will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of any right of setoff or any right under any lockbox agreement or any control agreement with respect to Deposit Accounts or Securities Accounts) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure);

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(22)    will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by any Senior Priority Collateral Agent or any Senior Priority Claimholder or any other exercise by theany Senior Priority Collateral Agent or any Senior Priority Claimholder of any rights and remedies relating to the Collateral, whether under the Senior Priority Documents or otherwise; and

(3)    subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by any Senior Priority Collateral Agent or any of the Senior Priority Claimholders from bringing or pursuing any Collateral Enforcement Action;

provided, however, that, in the case of clauses (1), (2) and (3) above, the Liens granted to secure the Junior Priority Obligations of the Junior Priority Claimholders shall attach to the Proceeds thereof subject to the relative priorities described in Section 2.

(b)    Until the Discharge of Senior Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that each Senior Priority Collateral Agent and the Senior Priority Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of Collateral by the respective Grantors after a Senior Priority Default) make determinations regarding the release, disposition, or restrictions with respect to the Collateral (including, without limitation, exercising remedies under Deposit Account Control Agreements and Dominion Accounts) without any consultation with or the consent of the Junior Priority Collateral Agent or any Junior Priority Claimholder; provided, however, that the Lien securing the Junior Priority Obligations shall remain on the Proceeds (other than those properly applied to the Senior Priority Obligations) of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Collateral, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that each Senior Priority Collateral Agent and the Senior Priority Claimholders may enforce the provisions of the Senior Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC or the PPSA and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral.

(c)    Notwithstanding the foregoing, the Junior Priority Collateral Agent and any Junior Priority Claimholder may:

(1)    file a claim, proof of claim or statement of interest with respect to the Junior Priority Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor;

(2)    take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on any of the Collateral; provided that such action shall not be inconsistent with the terms of this Agreement and shall not be adverse to the priority status of the Liens on the Collateral, or the rights of theany Senior Priority Collateral AgentsAgent or the Senior Priority Claimholders to exercise remedies in respect thereof;

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(3)    file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of the Junior Priority Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

(4)    file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; and

(5)    vote on any plan of reorganization or similar dispositive proposed plan or arrangement, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Priority Obligations and the Collateral.

The Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees that it will not take or receive any Collateral or any Proceeds of such Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any such Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Priority Obligations has occurred, except as expressly provided in Section 3.1(a) and this Section 3.1(c), the sole right of the Junior Priority Collateral Agent and the Junior Priority Claimholders with respect to the Collateral is to hold a Lien on such Collateral pursuant to the Junior Priority Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Priority Obligations has occurred.

(d)    Subject to Sections 3.1(a) and (c):

(1)    the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that it will not, except as not prohibited herein, take any action that would hinder any exercise of remedies under the Senior Priority Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

(2)    the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, hereby waives any and all rights it or the Junior Priority Claimholders may have as a junior lien creditor with respect to the Collateral or otherwise to object to the manner in which theany Senior Priority Collateral AgentsAgent or the Senior Priority Claimholders seek to enforce or collect the Senior Priority Obligations or the Liens on the Collateral securing the Senior Priority Obligations granted in any of the Senior Priority Documents or undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of theany Senior Priority Collateral AgentsAgent or Senior Priority Claimholders is adverse to the interest of the Junior Priority Claimholders; and

(3)    the Junior Priority Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any of the Junior Priority Collateral Documents or any other Junior Priority Document shall be deemed to restrict in any way the rights and remedies of the Senior Priority Collateral Agents or the Senior Priority Claimholders with respect to the Collateral as set forth in this Agreement and the Senior Priority Documents.

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(e)    Except as otherwise specifically set forth in this Agreement, the Junior Priority Collateral Agent and the Junior Priority Claimholders may exercise rights and remedies as unsecured creditors against any Grantor and may exercise rights and remedies with respect to the Collateral, in each case, in accordance with the terms of the Junior Priority Documents and applicable law; provided, however, that in the event that any Junior Priority Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Junior Priority Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Senior Priority Obligations) as the other Liens securing the Junior Priority Obligations are subject to this Agreement.

(f)    Nothing in this Agreement shall prohibit the receipt by the Junior Priority Collateral Agent or any Junior Priority Claimholders of payments of interest, principal and other amounts owed in respect of the applicable Junior Priority Obligations so long as such receipt is not the direct or indirect result of the exercise by the Junior Priority Collateral Agent or any Junior Priority Claimholders

of rights or remedies as a secured creditor (including set-off) or enforcement of any Lien held by any of them, in each case in contravention of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Senior Priority Collateral Agents or the Senior Priority Claimholders may have against the Grantors under the Senior Priority Documents.

SECTION 4.    Payments.

4.1.    Application of Proceeds. Subject to the ABL Intercreditor Agreement, so long as the Discharge of Senior Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by aany Senior Priority Collateral Agent or any Senior Priority Claimholder, shall be applied by such Senior Priority Collateral Agent to the Senior Priority Obligations in such order as specified in the relevant Senior Priority Documents. Upon the Discharge of Senior Priority Obligations, each Senior Priority Collateral Agent shall deliver to the Junior Priority Collateral Agent any Collateral and Proceeds of Collateral held by it as a result of the exercise of remedies in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Junior Priority Collateral Agent to the Junior Priority Obligations in such order as specified in the relevant Junior Priority Documents.

4.2.    Payments Over in Violation of Agreement. So long as the Discharge of Senior Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Junior Priority Collateral Agent or any Junior Priority Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Designated Senior Priority Collateral Agent for the benefit of the Senior Priority Claimholders, as the case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each Senior Priority Collateral Agent is hereby authorized by the Junior Priority Collateral Agent to make any such endorsements as agent for the Junior Priority Collateral Agent or any Junior Priority Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Priority Obligations.

4.3.    Application of Payments. Subject to the ABL Intercreditor Agreement and the other terms of this Agreement, all payments received by (a) theany Senior Priority Collateral AgentsAgent or the Senior Priority Claimholders may be applied, reversed and reapplied, in whole or in

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part, to the Senior Priority Obligations to the extent provided for in the Senior Priority Documents and (b) the Junior Priority Collateral Agent or the Junior Priority Claimholders may be applied, reversed and reapplied, in whole or in part, to the Junior Priority Obligations.

SECTION 5.    Other Agreements.

5.1.    Releases.

(a)    If in connection with the exercise of any Senior Priority Collateral Agent’s remedies in respect of any Collateral as provided for in Section 3.1, such Senior Priority Collateral Agent, for itself or on behalf of any of the applicableSenior Priority Claimholders, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Junior Priority Collateral Agent, for itself or for the benefit of the Junior Priority Claimholders, on the Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Junior Priority Collateral Agent, for itself or on behalf of the Junior Priority Claimholders, promptly shall execute and deliver to the Senior Priority Collateral Agents or such Grantor such termination statements, financing change statements, releases and other documents as the Senior Priority Collateral Agents or such Grantor may reasonably request to effectively confirm such release.

(b)    If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of the Senior Priority Documents (other than in connection with the exercise of the respective Senior Priority Collateral Agent’s rights and remedies in respect of the Collateral as provided for in Section 3.1), each Senior Priority Collateral Agent, for itself or on behalf of any of the relevant Senior Priority Claimholders, releases any of its Liens on any part of the Collateral, in each case other than (A) in connection with the Discharge of Senior Priority Obligations or (B) after the occurrence and during the continuance of a Junior Priority Default, then the Liens, if any, of the Junior Priority Collateral Agent, for itself or for the benefit of the Junior Priority Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released. The Junior Priority Collateral Agent, each for itself and on behalf of any Junior Priority Claimholders, as the case may be, promptly shall execute and deliver to each Senior Priority Collateral Agent or such Grantor such termination statements, financing change statements, releases and other documents as the Senior Priority Collateral Agents or such Grantor may reasonably request to effectively confirm such release.

(c)    Until the Discharge of Senior Priority Obligations shall occur, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, hereby irrevocably constitutes and appoints each Senior Priority Collateral Agent and any officer or agent of each Senior Priority Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Junior Priority Collateral Agent or such holder or in the Junior Priority Collateral Agent’s own name, from time to time in thesuch Senior Priority Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. The Junior Priority Collateral Agent shall have no liability with respect to any action taken by any other Collateral Agent or any officer or agent of the other Collateral Agent pursuant to such appointment.

(d)    Until the Discharge of Senior Priority Obligations shall occur, to the extent that each Senior Priority Collateral Agent or the Senior Priority Claimholders (i) have released any Lien on Collateral and such Lien is later reinstated or (ii) obtain any new Liens from any Grantor, then the Junior

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Priority Collateral Agent, for itself and for the Junior Priority Claimholders shall be granted a Lien on any such Collateral, subject to the lien priority provisions of this Agreement.

5.2.    Insurance.

(a)    Unless and until the Discharge of Senior Priority Obligations has occurred, subject to the terms of, and the rights of the Grantors under, the Senior Priority Documents, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders agrees, that (i) in accordance with the terms of the applicable Senior Priority Documents (including the ABL Intercreditor Agreement), the Senior Priority Collateral Agents shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting such Collateral; (ii) in accordance with the applicable Senior Priority Documents (including the ABL Intercreditor Agreement), all Proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of such Collateral and to the extent required by the Senior Priority Documents shall be paid to the Senior Priority Collateral Agents for the benefit of the Senior Priority Claimholders pursuant to the terms of the Senior Priority Documents (including, without limitation, for purposes of cash collateralization of letters of credit) and thereafter, to the extent no Senior Priority Obligations are outstanding, and subject to the rights of the Grantors under the Junior Priority Documents, to the Junior Priority Collateral Agent for the benefit of the Junior Priority Claimholders to the extent required under the Junior Priority Collateral Documents and then, to the extent no Junior Priority Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct, and (iii) if the Junior Priority Collateral Agent or Junior Priority Claimholders shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such Proceeds over to the Designated Senior Priority Collateral Agent in accordance with the terms of Section 4.2.

5.3.    Amendments to Junior Priority Documents; Refinancing.

(a)    The Junior Priority Documents may be amended, amended and restated, replaced, supplemented or otherwise modified in accordance with their terms, and the Junior Priority Indenture and each Additional Pari Passu Junior Priority Agreement may be Refinanced, in each case, without notice to, or the consent of, any Senior Priority Collateral Agent or the Senior Priority Claimholders, all without affecting the lien priorities or other provisions of this Agreement; provided, however, that any such Refinancing shall comply with Section 5.5 and any such amendment, amendment and restatement, replacement, supplement or modification shall not contravene any provision of this Agreement.

(b)    The Borrower, Holdings, each other Grantor and the Junior Priority Collateral Agent (for itself and on behalf of the Junior Priority Claimholders) each agree that each Junior Priority Collateral Document shall include the following language (or language to similar effect approved by the Senior Priority Collateral Agents):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the [Junior Priority Collateral Agent] pursuant to this Agreement and the exercise of certain rights and remedies by the [Junior Priority Collateral Agent] hereunder are subordinated and subject to the provisions of that certain Intercreditor Agreement, dated as of June 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the ‘Intercreditor Agreement’), among Cenveo Corporation, Cenveo, Inc., the other Guarantors from time to time party thereto,

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Bank of America, N.A., in its capacity as the administrative agent, pursuant to or in connection with the asset-based credit agreement dated as of April 16, 2013, The Bank of New York Mellon in its capacity as the collateral agent pursuant to the indenture dated as of June 26, 2014, in respect of Cenveo Corporation’s 6.000% Senior Priority Notes due 2019 and2019, The Bank of New York Mellon in its capacity as the collateral agent pursuant to the indenture dated as of June 26, 2014, in respect of Cenveo Corporation’s 8.500% Junior Priority Notes due 2022 thereunder.and The Bank of New York Mellon in its capacity as the collateral agent pursuant to the note purchase agreement dated as of June 10, 2016, in respect of Cenveo Corporation’s 4.0% Senior Secured Notes due 2021. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

(c)    On or after any Refinancing, and the receipt of notice thereof, which notice shall include the identity of anany new or replacement Collateral Agent or other agent serving the same or similar function, each existing Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such new or replacement Collateral Agent may reasonably request in order to provide to such new or replacement Collateral Agent the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement.

5.4.Bailees for Perfection.

(a)    Each Senior Priority Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or the PPSA (such Collateral being the “Pledged Collateral”) as collateral agent for the Junior Priority Claimholders and as bailee for the Junior Priority Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the Junior Priority Documents, respectively, subject to the terms and conditions of this Section 5.4.

(b)    No Senior Priority Collateral Agent shall have any obligation whatsoever to the Junior Priority Collateral Agent or to any Junior Priority Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the respective Senior Priority Collateral Agents under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon the Discharge of Senior Priority Obligations as provided in paragraph (d) below.

(c)    No Senior Priority Collateral Agent shall have by reason of the Junior Priority Collateral Documents, this Agreement, or any other document, a fiduciary relationship in respect of the Junior Priority Collateral Agent or any Junior Priority Claimholder.

(d)    Upon the Discharge of Senior Priority Obligations, each Senior Priority Collateral Agent shall deliver the remaining Pledged Collateral (if any) in its possession together with any necessary endorsements and without recourse or warranty, first, to the Junior Priority Collateral Agent, to the extent the Junior Priority Obligations (other than Contingent Obligations) remain outstanding, and second, to the applicable Grantor to the extent no Junior Priority Obligations, as the case may be, remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). Each Senior Priority Collateral Agent further agrees, to the extent that any

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Junior Priority Obligations (other than applicable Contingent Obligations) remain outstanding, to take all other commercially reasonable action as shall be reasonably requested by the Junior Priority Collateral Agent, at the sole cost and expense of the Credit Parties, to permit such the Junior Priority Collateral Agent to obtain, for the benefit of the Junior Priority Claimholders a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct.

(e)    Subject to the terms of this Agreement, so long as the Discharge of Senior Priority Obligations has not occurred, each Senior Priority Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Senior Priority Documents, as if the Liens of the Junior Priority Collateral Agent and Junior Priority Claimholders did not exist.With respect to any deposit account control agreement or securities account control agreement executed by the Revolving Credit Collateral Agent, the Senior Priority Fixed Asset Collateral Agent, the Junior Priority Collateral Agent and any Grantor prior to the date the 2016 Secured Notes Obligations were initially incurred and with respect to which the Revolving Credit Collateral Agent has, upon the Discharge of Revolving Credit Obligations, notified the applicable deposit bank or securities intermediary that the 2016 Secured Notes Collateral Agent constitutes the “Revolving Credit Collateral Agent” (or similar term) under such control agreement as a permitted successor of the Revolving Credit Collateral Agent in accordance with Section 5.4(e) of the ABL Intercreditor Agreement, the Junior Priority Collateral Agent agrees to take any further actions or execute and deliver such further documents within its power and authority, in each case pursuant to Section 8.8, as the 2016 Secured Notes Collateral Agent may reasonably request to effectuate the foregoing under any such control agreement

(including, without limitation, notifying the applicable depositary bank or securities intermediary that the 2016 Secured Notes Collateral Agent is the successor “Revolving Credit Collateral Agent” (or similar term) under such control agreement and, to the extent required in order for the 2016 Secured Notes Collateral Agent to exercise its rights under such control agreement as the “Revolving Credit Collateral Agent” (or similar term) thereunder, sending any notices to the depositary bank or securities intermediary (as applicable) thereunder).

(f)    Notwithstanding anything in this Agreement to the contrary, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that any requirement under any Junior Priority Collateral Document that any Grantor deliver any Collateral to the Junior Priority Collateral Agent, or that requires any Grantor to vest the Junior Priority Collateral Agent with possession or “control” (as defined in the UCC or in the manner provided for in the PPSA) of any Collateral, in each case, shall be deemed satisfied to the extent that, prior to the Discharge of Senior Priority Obligations, such Collateral is delivered to the Designated Senior Priority Collateral Agent, or the Designated Senior Priority Collateral Agent shall have been vested with such possession or (unless, pursuant to the UCC or the PPSA, as applicable, control may be given concurrently to the Senior Priority Collateral Agents and the Junior Priority Collateral Agent) “control,” in each case, subject to the provisions of this Section 5.4; and

(g)    The parties hereto further agree that to the extent the Revolving Creditany Senior Priority Collateral Agent is specified as the lienholder on the certificates of title with respect to any Motor Vehicles (as defined in the Junior Priority Security Agreement) of any Grantor, then (including for the purposes of the applicable state certificate of title laws and any other applicable laws) the Revolving Creditsuch Senior Priority Collateral Agent shall act as agent for both the Senior Priority Claimholders and the Junior Priority Claimholders in order to perfect and secure both the Senior Priority Obligations and the Junior Priority Obligations, provided that, notwithstanding that there may be only one lienholder noted on such certificate of title for such purposes, the priorities as between the rights of the Junior Priority Claimholders and the Senior Priority Claimholders shall be as if there were two separate Liens, subject to the priorities and other terms of this Agreement. In furtherance of the foregoing, (i) the Junior Priority Collateral Agent hereby appoints the Revolving CreditDesignated Senior Priority Collateral

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Agent as its collateral agent for the limited purpose of acting as the agent on behalf of the Junior Priority Claimholders with respect to the applicable Motor Vehicles solely for purposes of perfecting the Liens of such parties on such Motor Vehicles and (ii) in order to secure the prompt payment and performance of the Junior Priority Obligations, each Grantor hereby grants to the Revolving CreditDesignated Senior Priority Collateral Agent, as agent for the Junior Priority Claimholders, a security interest in all right, title and interest of such Grantor in, to and under all Motor Vehicles and, for purposes of Section 5.4(a), all Deposit Accounts and Securities Accounts, whether now owned or hereafter acquired by such Grantor. Such grant creates a security interest wholly separate from the security interest in such Motor Vehicles and such Deposit Accounts and Securities Account granted to the Revolving CreditDesignated Senior Collateral Agent in the Revolving Creditapplicable Senior Priority Documents as security for the Revolving Creditapplicable Senior Priority Obligations. The duties or responsibilities of the Revolving CreditDesignated Senior Collateral Agent under this Section 5.4(g) shall be limited solely to holding (either itself or through its appointment of a custodian or agent) a Lien on such Motor Vehicles (and releasing such Lien), or the Deposit Accounts and Securities Accounts, as applicable, as agent in accordance with this Section 5.4(g).

5.5.    When Discharge of Senior Priority Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Priority Obligations, the Borrower substantially concurrently enters into any Refinancing of any Senior Priority Obligation, which Refinancing is permitted by both the Senior Priority Documents and the Junior Priority Documents, in each case, to the extent such documents will remain in effect following such Refinancing, then such Discharge of Senior Priority Obligations, shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken pursuant to this Agreement as a result of the occurrence of such Discharge of Senior Priority Obligations) and, from and after the date on which the New Debt Notice is delivered to the Junior Priority Collateral Agent in accordance with the next sentence, the obligations under such Refinancing shall automatically be treated as Senior Priority Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the agent, representative or trustee for the holders of such Senior Priority Obligations under such new Senior Priority Documents shall be the a Senior Priority Collateral Agent for all purposes of this Agreement. Upon receipt of a notice (the “New Debt Notice”) stating that the Borrower has entered into new Senior Priority Documents (which notice shall include a complete copy of the relevant new documents and provide the identity of the new collateral agent (such agent, the “New Agent”)), the Junior Priority Collateral Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such New Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the other Collateral Agents, for the benefit of the Claimholders, to be bound by the terms of this Agreement. If the new Senior Priority Obligations under the new Senior Priority Documents are secured by assets of the Grantors constituting Collateral that do not also secure the other Obligations, then the other Obligations shall be secured at such time by a Lien on such assets to the same extent provided in the Senior Priority Documents, Junior Priority Documents and this Agreement.

SECTION 6.    Insolvency or Liquidation Proceedings.

6.1.    Finance Issues.

Until the Discharge of Senior Priority Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Designated Senior Priority Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code)

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that consists of Collateral on which the Designated Senior Priority Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing, whether from the Senior Priority Claimholders or any other Person, under Section 364 of the Bankruptcy Code (or any similar provision of any applicable Bankruptcy Law) that is to be secured by the Collateral (a “DIP Financing”), then the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees that it will not be entitled to raise an objection to such Cash Collateral use or DIP Financing. To the extent the Liens securing the Senior Priority Obligations are subordinated to or pari passu with such DIP Financing, the Junior Priority Collateral Agent will subordinate its Liens in the Collateral (to the same extent subordinated to such Collateral) to the Liens securing such DIP Financing (and all Obligations relating thereto), all adequate protection Liens granted to the Senior Priority Claimholders, and any “carve out” from the Collateral for professional and United States Trustee fees that has been agreed to by the Senior Priority Collateral Agents, provided, however, that the Junior Priority Collateral Agent may request adequate protection under Section 361 of the Bankruptcy Code (or any similar provision of any applicable Bankruptcy Law) in respect of such subordinated Liens in a manner that is consistent with Section 6.3.

6.2.    Relief from the Automatic Stay.

Until the Discharge of Senior Priority Obligations has occurred, the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees that none of them may (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the Senior Priority Collateral Agents, or (ii) object to any sale of any Collateral or any motion by any Senior Priority Collateral Agent seeking relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in

respect of the Collateral for the purpose of exercising remedies with respect to the Senior Priority Obligations.

6.3.    Adequate Protection.

(a)    The Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees that none of them shall contest (or support any other Person contesting):

(1)    any request by any Senior Priority Collateral Agent or the Senior Priority Claimholders for adequate protection with respect to the Collateral; or

(2)    any objection by any Senior Priority Collateral Agent or the Senior Priority Claimholders to any motion, relief, action or proceeding based on any Senior Priority Collateral Agent or Senior Priority Claimholder claiming a lack of adequate protection in any form;

(b)    Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding:

(1)    if the Senior Priority Claimholders (or any subset thereof) are granted adequate protection with respect to the Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Collateral) in connection with any Cash Collateral use or DIP Financing, then the Junior Priority Collateral Agent, on behalf of itself or any of the Junior Priority Claimholders, may seek or request adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional or replacement collateral, which Lien will be subordinated to the Liens securing and granted as adequate protection for the Senior Priority Obligations and such Cash

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Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Junior Priority Collateral Agent on Collateral; and

(2)    in the event the Junior Priority Collateral Agent, on behalf of itself or any of the Junior Priority Claimholders, seeks or requests adequate protection in respect of Collateral and such adequate protection is granted in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Collateral), then the Junior Priority Collateral Agent, on behalf of itself and any of the Junior Priority Claimholders, agrees that the Senior Priority Collateral Agents shall also be granted Liens on the same additional or replacement collateral as adequate protection for the Senior Priority Obligations, and Junior Priority Collateral Agent, on behalf of itself and any of the Junior Priority Claimholders, agree that any Lien on such additional or replacement collateral securing or granted as adequate protection for the Junior Priority Obligations shall be subordinated to the Liens on such collateral securing the Senior Priority Obligations and to any other Liens granted to the Senior Priority Claimholders as adequate protection with respect to the Collateral, all on the same basis as the other Liens of the Senior Priority Collateral Agents on Collateral.

6.4.    Avoidance Issues. If any Senior Priority Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the applicable Grantor any amount paid in respect of Senior Priority Obligations (a “Recovery”), then such Senior Priority Claimholders shall be entitled to a reinstatement of Senior Priority Obligations, with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.5.    Post-Petition Interest.

(a)    None of the Junior Priority Collateral Agent or the Junior Priority Claimholders shall oppose or seek to challenge any claim by any Senior Priority Collateral Agent or any Senior Priority Claimholder for allowance in any Insolvency or Liquidation Proceeding of Senior Priority Obligations consisting of Post-Petition Interest, fees or expenses to the extent of the value of the Lien securing any Senior Priority Claimholder’s claim, without regard to the existence of the Lien of the Junior Priority Collateral Agents on behalf of the Junior Priority Claimholders on the Collateral.

(b)    Neither the Senior Priority Collateral Agents nor any other Senior Priority Claimholder shall oppose or seek to challenge any claim by the Junior Priority Collateral Agent or any Junior Priority Claimholder for allowance in any Insolvency or Liquidation Proceeding of Junior Priority Obligations consisting of Post-Petition Interest, fees or expenses to the extent of the value of the Lien securing any Junior Priority Claimholder’s claim on the Collateral (after taking into account existence of the Lien of the Senior Priority Collateral Agents on behalf of the Senior Priority Claimholders on the Collateral).

6.6.    Waivers.

(a)    The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, waives any claim it may hereafter have against any Senior Priority Claimholder arising out of the election of any Senior Priority Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law) or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding.

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(b)    The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law) senior to or on a parity with the Liens securing the Senior Priority Obligations for costs or expenses of preserving or disposing of any Collateral.

6.7.    Separate Grants of Security and Separate Classification.

(a)    The Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders and each Senior Priority Collateral Agent, for itself and on behalf of the applicableSenior Priority Claimholders. acknowledge and agree that the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Junior Priority Obligations are fundamentally different from the Senior Priority Obligations and must be separately classified in any plan of reorganization or similar dispositive plan or arrangement, proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that the Junior Priority Claimholders will vote and otherwise be treated as separate classes in connection with any plan of reorganization or similar dispositive plan or arrangement in any Insolvency or Liquidation Proceeding and that neither the Junior Priority Collateral Agent nor any Junior Priority Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or similar dispositive plan or arrangement in any Insolvency or Liquidation Proceeding, or vote in a manner that is otherwise in accordance with this Agreement.

(b)    To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Senior Priority Claimholders and the Junior Priority Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Collateral), then the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, hereby acknowledges and agrees that all distributions from the Collateral shall be made as if there were separate classes of senior and junior allowed secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Claimholders), the Senior Priority Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Senior Priority Documents, arising from or related to a default, regardless of whether any claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made from the Collateral in respect of the claims held by the Junior Priority Claimholders, with the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, hereby acknowledging and agreeing to turn over to the Designated Senior Priority Collateral Agent, for itself and on behalf of the Senior Priority Claimholders, amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Priority Claimholders.

(c)    The Junior Priority Collateral Agent and the Junior Priority Claimholders, shall retain the right to vote to accept or reject any proposed plan of reorganization or similar dispositive plan or arrangement in a manner that is not inconsistent with the provisions hereof.

6.8.    Enforceability and Continuing Priority. This Agreement shall be applicable both before and after the commencement of any Insolvency or Liquidation Proceeding and all converted or succeeding cases in respect thereof. The relative rights of Claimholders in or to any distributions from or

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in respect of any Collateral or Proceeds of Collateral shall continue after the commencement of any Insolvency Proceeding. Accordingly, the provisions of this Agreement (including, without limitation, Section 2.1 hereof) are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law).

6.9.    Sales. The Junior Priority Collateral Agent agrees that it will consentto, and will not object or oppose, or support any party in opposing, a motion to sell or otherwise dispose of any Collateral of the other party free and clear of any Liens or other claims under Section 363 of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law) if the requisite Senior Priority Claimholders under the Senior Priority Documents have consented to such sale or disposition of their Collateral and the terms of any proposed order approving such transaction provide for the respective Liens to attach to the Proceeds of the Collateral that is the subject of such disposition, subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement. The Junior Priority Collateral Agent further agrees that it will not oppose, or support any party in opposing, the right of any Senior Priority Claimholder to credit bid under Section 363(k) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law).

6.10.    Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon the assets of the Grantors constituting Collateral are distributed pursuant to a plan of reorganization or similar dispositive plan or arrangement on account of both the Senior Priority Obligations and the Junior Priority Obligations, then, to the extent the debt obligations distributed on account of the Senior Priority Obligations and on account of the Junior Priority Obligations are secured by Liens upon the same assets or property constituting Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

SECTION 7.    Reliance; Waivers, Etc.

7.1.    No Warranties or Liability. The Junior Priority Collateral Agent, on behalf of itself and each Junior Priority Claimholder, acknowledges and agrees that no Senior Priority Collateral Agent or other Senior Priority Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Senior Priority Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Senior Priority Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Documents in accordance with law and the Senior Priority Documents, as they may, in their sole discretion, deem appropriate and the Senior Priority Claimholders may manage their loans and extensions of credit without regard to any rights or interests that the Junior Priority Collateral Agents and the Junior Priority Claimholders have in the Collateral or otherwise, except as provided in this Agreement. Neither any Senior Priority Collateral Agent nor any Senior Priority Claimholders shall have any duty to any Junior Priority Collateral Agent or any of the Junior Priority Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Junior Priority Documents), regardless of any knowledge thereof which they may have or be charged with.

7.2.    No Waiver of Lien Priorities.

(a)    No right of the Collateral Agents or the Claimholders to enforce any provision of this Agreement or any Credit Document shall at any time in any way be prejudiced or impaired by any

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act or failure to act on the part of any Grantor or by any act or failure to act by such Collateral Agent or Claimholder or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Credit Documents, regardless of any knowledge thereof which the Collateral Agents or the Claimholders, or any of them, may have or be otherwise charged with.

(b)    Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the Credit Documents and subject to the provisions of Sections 2.3, 2.4 and 5.3), the Collateral Agents and the Claimholders may, at any time and from time to time in accordance with the Credit Documents to which they are party and/or applicable law, without the consent of, or notice to, any other Collateral Agent or Claimholders, without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following:

(1)    change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Collateral Agents or any rights or remedies under any of the Credit Documents;

(2)    sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof;

(3)    settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and

(4)    exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

(c)    Until the Discharge of Senior Priority Obligations, the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.3.    Obligations Unconditional. All rights, interests, agreements and obligations of the Collateral Agents and the other Claimholders hereunder shall remain in full force and effect irrespective of:

(a)any lack of validity or enforceability of any Senior Priority Documents or any Junior Priority Documents;

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(b)except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the Junior Priority Obligations or Senior Priority Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Priority Document or any Junior Priority Document;

(c)except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Priority Obligations or Junior Priority Obligations or any guaranty thereof;

(d)the commencement of any Insolvency or Liquidation Proceeding in respect of the any Grantor; or

(e)any other circumstances which otherwise might constitute a defense available to, or a discharge of (i) the Borrower or any other Grantor in respect of the Senior Priority Obligations or (ii) the Junior Priority Collateral Agent or any Junior Priority Claimholder in respect of this Agreement.

SECTION 8.    Miscellaneous.

8.1.    Conflicts. Subject to Section 8.18, in the event of any conflict between the provisions of this Agreement and the provisions of any Senior Priority Document or any Junior Priority Document, the provisions of this Agreement shall govern and control.

8.2.    Effectiveness; Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this Agreement shall become effective when executed and delivered by the parties hereto and shall continue to be effective until the Discharge of Senior Priority Obligations shall have occurred. This is a continuing agreement of lien subordination and the Senior Priority Claimholders and Junior Priority Claimholders may continue, at any time and without notice to any Collateral Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon. Each of the Collateral Agents, on behalf of itself and the applicable Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code (or any similar provision of other applicable Bankruptcy Law). Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

8.3.    Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Senior Priority Fixed Asset Collateral Agent, the Junior Priority Collateral Agent, the 2016 Secured Notes Collateral Agent or the Revolving Credit Collateral Agent shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the

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other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent that such amendment, modification or waiver (i) adversely affects or impairs its rights hereunder, under the Senior Priority Documents or under the Junior Priority Documents or (ii) imposes any additional obligation or liability upon it.

8.4.    Information Concerning Financial Condition of the Grantors and their Subsidiaries. The Senior Priority Collateral Agents or Senior Priority Claimholders, on the one hand, and the Junior Priority Collateral Agent or Junior Priority Claimholders, on the other hand, shall not have any duty to advise the other of information known to it or them regarding the financial condition of the Grantors and their subsidiaries and all endorsers and/or guarantors of the Senior Priority Obligations or the Junior Priority Obligations or any other circumstances bearing upon the risk of nonpayment of the Senior Priority Obligations or the Junior Priority Obligations or otherwise. In the event that any Collateral Agent and or Claimholder undertakes at any time or from time to time to provide any such information to any of the others, it or they shall be under no obligation:

(a)to make, and shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

(b)to provide any additional information or to provide any such information on any subsequent occasion;

(c)to undertake any investigation; or

(d)to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5.    Subrogation. The Junior Priority Collateral Agent, on behalf of itself and each Junior Priority Claimholder hereby waivers any rights of subrogation it may have acquired as a result of any payment hereunder until the Discharge of Senior Priority Obligations has occurred.

8.6.    SUBMISSION TO JURISDICTION, WAIVERS.

(a)    ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

(1)    ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

(2)    WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

(3)    AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.7; AND

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(4)    AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(b)    EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.6(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(c)    EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER

REVOLVING CREDIT DOCUMENT, 2016 SECURED NOTES DOCUMENT OR FIXED ASSET DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

8.7.    Notices. All notices to the Junior Priority Claimholders and the Senior Priority Claimholders permitted or required under this Agreement shall also be sent to the Senior Priority Fixed Asset Collateral Agent, Junior Priority Collateral Agent, the 2016 Secured Notes Collateral Agent and the Revolving Credit Collateral Agent, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by facsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of facsimile, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on Exhibit A hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

Each Collateral Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, PDF, facsimile transmission or other similar unsecured electronic methods, provided, however, that the each Collateral Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended and replaced whenever a person

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is to be added or deleted from the listing. If any other party hereto elects to give a Collateral Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and such Collateral Agent in its discretion elects to act upon such instructions, such Collateral Agent’s understanding of such instructions shall be deemed controlling absent manifest error. Each Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from such Collateral Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The other parties hereto agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to any Collateral Agent, including without limitation the risk of such Collateral Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties.

8.8.    Further Assurances. Each Senior Priority Collateral Agent, on behalf of itself and the applicable Senior Priority Claimholders under the Senior Priority Documents, and the Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders under the Junior Priority Documents, and the Grantors, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

8.9.    APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.10.    Binding on Successors and Assigns. This Agreement shall be binding upon each Collateral Agent, each Claimholder and their respective successors and assigns.

8.11.    Specific Performance. Each of the Senior Priority Collateral Agents or any other Senior Priority Claimholder may demand specific performance of this Agreement. The Junior Priority Collateral Agent, on behalf of itself and the Junior Priority Claimholders hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any Senior Priority Collateral Agent or any other Senior Priority Claimholder, as the case may be.

8.12.    Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

8.13.    Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

8.14.    Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

8.15.    No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the Collateral Agents and other Claimholders. Nothing in this Agreement

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shall impair, as between the Grantors and the Senior Priority Collateral Agents and the Senior Priority Claimholders, or as between the Grantors and the Junior Priority Collateral Agent and the Junior Priority Claimholders, the obligations of the Grantors to pay principal, interest, fees and other amounts as provided in the Senior Priority Documents and the Junior Priority Documents, respectively.

8.16.    Provisions to Define Relative Rights. The provisions of this Agreement are and are intended for the purpose of defining the relative rights of the Senior Priority Collateral Agents and the Senior Priority Claimholders on the one hand and the Junior Priority Collateral Agent and the Junior Priority Claimholders on the other hand. Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the Senior Priority Obligations and the Junior Priority Obligations as and when the same shall become due and payable in accordance with their terms.

8.17.    Regarding the Senior Priority Fixed Asset Collateral Agentand,the Junior Priority Collateral Agentand the 2016 Secured Notes Collateral Agent. BNY Mellon has entered into this Agreement in its capacity as Senior Priority Fixed Asset Collateral Agent under the Senior Priority Fixed Asset Documents to which it is party and Junior Priority Collateral Agent under the Junior Priority Documents to which it is party, respectively, and shall be entitled, in connection with the exercise of its rights and performance of its duties thereunder and as Senior Priority Fixed Asset Collateral Agent and Junior Priority Collateral Agent hereunder, to all protections, immunities and exculpations available to it under the Senior Priority Indenture and the Junior Priority Indenture, all of which are incorporated by reference herein, mutatis mutandis.In addition, BNY Mellon has entered into this Agreement in its capacity as 2016 Secured Notes Collateral Agent under the 2016 Secured Notes Documents to which it is party and shall be entitled, in connection with the exercise of its rights and performance of its duties thereunder and as 2016 Secured Notes Collateral Agent hereunder, to all protections, immunities and exculpations available to it under the 2016 Secured Notes Purchase Agreement, all of which are incorporated by reference herein, mutatis mutandis.

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

8.19.    ABL Intercreditor Agreement. Notwithstanding anything herein to the contrary, as between the Senior Priority Claimholders, the exercise of any right or remedy with respect to Collateral is subject to the terms of the ABL Intercreditor Agreement and in the event of any conflict or inconsistency between this Agreement and the ABL Intercreditor Agreement, the ABL Intercreditor Agreement shall govern.

8.20.    2016 Intercreditor Agreement. Notwithstanding anything herein to the contrary, as between the 2016 Secured Notes Claimholders and the Revolving Credit Claimholders, the exercise of any right or remedy by any 2016 Secured Notes Claimholder or Revolving Credit Claimholder with respect to Collateral is subject to the terms of the 2016 Intercreditor Agreement and in the event of any conflict or inconsistency between this Agreement and the 2016 Intercreditor Agreement with respect to such rights and remedies, the 2016 Intercreditor Agreement shall govern.

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

2016 Secured Notes Collateral Agent

THE BANK OF NEW YORK MELLON,
as 2016 Secured Notes Collateral Agent

By:                Name:    Title:

Senior Priority Fixed Asset Collateral Agent

THE BANK OF NEW YORK MELLON,
as Senior Priority Collateral Agent

By:        Name:    Title:    

Junior Priority Collateral Agent

THE BANK OF NEW YORK MELLON,
as Junior Priority Collateral Agent

By:        Name:    Title:    

[Intecreditor Agreement]

Revolving Credit Collateral Agent

BANK OF AMERICA, N.A.,
as Revolving Credit Collateral Agent

By:        Name:    Title:    

[Intecreditor Agreement]

Acknowledged and Agreed to by:
The BorrowerCENVEO CORPORATION
By:    _______________________________________    Name: Scott J. Goodwin        Title: Chief Financial Officer    

The Guarantors

CENVEO, INC.

CENVEO COMMERCIAL OHIO, LLC

CNMW INVESTMENTS, INC.

CENVEO GOVERNMENT PRINTING, INC.

CENVEO SERVICES, LLC

DISCOUNT LABELS, LLC

CENVEO OMEMEE LLC

COLORHOUSE CHINA, INC.

RX JV HOLDING, INC.

CRX JV, LLC

CRX HOLDING, INC.

RX TECHNOLOGY CORP.

CADMUS PRINTING GROUP, INC.

CADMUS FINANCIAL DISTRIBUTION, INC.

GARAMOND/PRIDEMARK PRESS, INC.

WASHBURN GRAPHICS, INC.

CADMUS JOURNAL SERVICES, INC.

CADMUS DELAWARE, INC.

CADMUS UK, INC.

EXPERT GRAPHICS, INC.

CADMUS MARKETING GROUP, INC.

CADMUS MARKETING, INC.

CADMUS/O’KEEFE MARKETING, INC.

OLD TSI, INC.

PORT CITY PRESS, INC.

CADMUS INTERNATIONAL HOLDINGS, INC.

CDMS MANAGEMENT, LLC MADISON/GRAHAM COLORGRAPHICS, INC.

VSUB HOLDING COMPANY

By:    _______________________________________    Name: Scott J. Goodwin        Title: Chief Financial Officer

[Intecreditor Agreement]

VAUGHAN PRINTERS INCORPORATED

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC.

COMMERCIAL ENVELOPE MANUFACTURING CO. INC.

CENVEO CEM, INC.

CENVEO CEM, LLC

REX 2010, LLC

136 EASTPORT ROAD, LLC

LIGHTNING LABELS, LLC

NASHUA CORPORATION

NASHUA INTERNATIONAL, INC.

IMPAXX, INC.

CMS GILBRETH PACKAGING SYSTEMS, INC.

ENVELOPE PRODUCT GROUP, LLC

CENVEO MCLAREN MORRIS AND TODD COMPANY
By:    _______________________________________    Name: Scott J. Goodwin        Title: Chief Financial Officer

[Intecreditor Agreement]

Exhibit A

Notice Addresses

2016 Secured Notes Collateral Agent,

Senior Priority Fixed Asset Collateral Agent and

Junior Priority Collateral Agent:
The Bank of New York Mellon
Corporate Trust
101 Barclay Street, 7 WestEast
New York, NY 10286
212.815.5704

Revolving Credit Collateral Agent:
Mr. Robert Mahoney
Bank of America, N.A.
BABC Loans – 140/EAST DIVISION
185 Asylum St.
Hartford, Connecticut 06103
Email: robert.mahoney@baml.com

Grantors:
Chief Financial Officer
Cenveo CorporationOne Canterbury Green
One Broad St.200 First Stamford Place
Stamford, Connecticut 0690106902
Email: Scott.Goodwin@cenveo.com

A-1

EX-10.1

EXHIBIT 10.1

EXECUTION VERSION

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT, dated as of June 10, 2016 (this “Amendment”), by and among CENVEO CORPORATION, a Delaware corporation (the “Borrower”), each of the LENDERS party hereto, the ISSUING BANK and each of the other LOAN PARTIES party hereto, and acknowledged by BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below).

WHEREAS, reference is hereby made to the Credit Agreement, dated as of April 16, 2013, as amended by Amendment No. 1 to the Credit Agreement, dated as of December 11, 2013, as further amended by Amendment No. 2 to the Credit Agreement, dated as of June 10, 2014, as further amended by Amendment No. 3 to the Credit Agreement, dated as of January 30, 2015, and as further amended by that certain Increasing Lender Agreement, dated February 4, 2015 (as so amended, the “Existing Agreement”; as the Existing Agreement is amended by this Amendment, and as it may be further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”), among Cenveo, Inc., the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender, the other agents party thereto and each Lender from time to time party thereto; and

WHEREAS, pursuant to Section 11.01 of the Existing Agreement, the Borrower desires to amend the Existing Agreement to (i) reduce the aggregate amount of the Lenders’ Revolving Commitments to $190,000,000, (ii) extend the Maturity Date and (iii) make certain other modifications set forth herein, and the Lenders and the Issuing Bank have agreed to such amendments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.Defined Terms; References. Unless otherwise specifically defined herein, each term used herein (including, without limitation, in the preamble and recitals hereto) which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference to the Existing Agreement contained in the Existing Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement. Each reference to “the Credit Agreement”, “thereof”, “thereunder”, “therein” and “thereby” and each other similar reference to the Existing Agreement contained in the other Loan Documents shall, after this Amendment becomes effective, refer to the Credit Agreement. This Amendment is a “Loan Document” as defined under the Credit Agreement.

Section 2.Amendments to Existing Agreement. The Existing Agreement is, effective as of the Amendment No. 4 Effective Date (as defined below), hereby amended pursuant to Section 11.01 of the Existing Agreement as follows:

(a)New Definitions. The following new definitions are hereby added to Section 1.01 of the Existing Agreement in the appropriate alphabetical order:

“2016 Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of June 10, 2016, among the Borrower, Holdings, the other Guarantors, Bank of America, N.A., as the “Senior Priority Collateral Agent” (as defined therein), and The Bank of New York Mellon, as collateral agent for the 2016 Secured Note Purchasers, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“2016 Notes” means, collectively, the 2016 Secured Notes and the 2016 Unsecured Notes.

“2016 Secured Note Purchase Agreement” means the Indenture and Note Purchase Agreement, dated as of June 10, 2016, among the Borrower, Holdings, the other guarantors party thereto, the 2016 Secured Note Purchasers and The Bank of New York Mellon, as trustee, which provides for the issuance of the 2016 Secured Notes.

“2016 Secured Notes” means the 4% Senior Secured Notes due December 2021 issued by the Borrower to the 2016 Secured Note Purchasers pursuant to the 2016 Secured Note Purchase Agreement.

“2016 Secured Note Purchasers” means Allianz Global Investors U.S. LLC, a Delaware limited liability company, and the other purchasers from time to time of the 2016 Secured Notes under the 2016 Secured Note Purchase Agreement, together with their successors and assigns.

“2016 Unsecured Indenture” means the Indenture, dated as of June 10, 2016, among the Borrower, the guarantors party thereto and The Bank of New York Mellon, in its capacities as trustee and as collateral agent, which provides for the issuance of the 2016 Unsecured Notes.

“2016 Unsecured Notes” means the 6.000% Senior Notes due May 2024 issued by the Borrower pursuant to the 2016 Unsecured Indenture.

“Amendment No. 4” means Amendment No. 4 to the Credit Agreement, dated as of June 10, 2016, by and among the Borrower, the Lenders party thereto, the Issuing Bank and the other Loan Parties party thereto, and acknowledged by the Administrative Agent.

“Amendment No. 4 Effective Date” means June 10, 2016.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

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“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Senior Notes Stub Reserve” means on each day during the period beginning on February 13, 2017 and ending upon the repayment of the Senior Notes, a reserve equal to the aggregate principal amount then outstanding under the Senior Notes on such day.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(b)Existing Definitions.

(i)The definition of “Applicable Margin” in Section 1.01 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

““Applicable Margin” means, with respect to any Type of Revolving Loan, (x) from and after the Amendment No. 4 Effective Date and prior to June 10, 2017, the per annum margin set forth below for Level III, and (y) prior to the Amendment No. 4 Effective Date and from and after June 10, 2017, the per annum margin set forth below, as determined by the Average Availability as of the most recent Adjustment Date:

Level	Average Availability (percentage of Aggregate Commitments)	Base Rate Loans	Eurodollar Rate Loans
I	≥  66%	1.00%	2.00%
II	≥  33% but < 66%	1.25%	2.25%
III	< 33%	1.50%	2.50%

Subject to clause (x) above, the Applicable Margin shall be subject to increase or decrease on the first Business Day of each fiscal quarter based on Average Availability, and each such increase or decrease in the Applicable Margin shall be effective on the Adjustment Date occurring immediately after the last day of the fiscal quarter most recently ended. If the Borrower fails to deliver any Borrowing Base Certificate on or before the date required for delivery thereof, then, at the option of the Required Lenders, the Applicable Margin shall be determined as if Level III were applicable, from the first day of the calendar month following the date such Borrowing Base Certificate was required to be delivered until the date of delivery of such Borrowing Base Certificate.”

(ii)The definition of “Change of Control” in Section 1.01 of the Existing Agreement is hereby amended by deleting the parenthetical at the end of clause (b).

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(iii)The definition of “Defaulting Lender” in Section 1.01 of the Existing Agreement is hereby amended by amending and restating clause (d) thereof to read as follows:

“(d) has, or has a direct or indirect parent company that has, (i) become the subject of an insolvency proceeding or taken any action in furtherance thereof or (ii) become the subject of a Bail-In Action;”

(iv)The second sentence in the definition of “Eligible Accounts” in Section 1.01 of the Existing Agreement is hereby amended by deleting the “or” at the beginning of clause (n), adding “; or” immediately before the “.” and adding the following as a new clause (o) immediately before the “.”:

“(o) it is unbilled; provided that notwithstanding the foregoing, up to $12,000,000 in the aggregate at any time outstanding of unbilled Accounts will not be considered ineligible under this clause (o) so long as (i) such unbilled Accounts have a minimum account size of $200,000 each, (ii) the service period covered by the applicable invoice for such unbilled Accounts does not exceed 31 days and (iii) such unbilled Accounts are billed within 14 days of the end of the relevant service period covered by the applicable invoice”

(v)The definition of “Eurodollar Rate” in Section 1.01 of the Existing Agreement is hereby amended by adding “; provided, further, that to the extent any such rate determined pursuant to this definition is below zero, the Eurodollar Rate shall be deemed to be zero” immediately before the period at the end of such definition.

(vi)The definition of “Federal Funds Rate” in Section 1.01 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

““Federal Funds Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the effective federal funds rate; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.”

(vii)The definition of “Loan Documents” in Section 1.01 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

““Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the Fee Letter, (f) each agreement governing Secured Bank Product Obligations, (g) each Joinder Agreement, (h) Amendment No. 1, (i) Amendment No. 2, (j) Amendment No. 3, (k) the 2014 Intercreditor Agreement, (l) the First Lien Intercreditor Agreement, (m) Amendment No. 4, (n) the 2016 Intercreditor Agreement and (o) all other documents and agreements executed and delivered in connection with the Obligations hereunder.”

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(viii)The definition of “Maturity Date” in Section 1.01 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

““Maturity Date” means June 10, 2021, as such date may be extended from time to time with respect to Extended Revolving Loans pursuant to Section 2.19; provided that if the Borrower has not, prior to May 2, 2019, purchased, redeemed, defeased or otherwise refinanced the First Lien Notes, such that no more than $10 million of the First Lien Notes remains outstanding, with cash on hand and/or proceeds of indebtedness, then the Maturity Date shall instead be May 2, 2019.”

(ix)The first paragraph in the definition of “Reserves” in Section 1.01 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

““Reserves” means the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) reserves for accrued and unpaid Royalties, whether or not then due and payable; (d) the Bank Product Reserve; (e) to the extent that the Borrowing Base includes any Eligible Account and/or Eligible Inventory of a Canadian Guarantor, the Canadian Priority Payables Reserve; (f) the Dilution Reserve; (g) reserves for amounts owed by any Loan Party to any processor (including, without limitation, the Approved Processors); (h) the aggregate amount of liabilities secured by Liens upon Collateral included in the Borrowing Base that are senior to the Administrative Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (i) the Canadian Existing Lien Reserve; (j) the Senior Notes Stub Reserve; and (k) such additional reserves, in such amounts and with respect to such matters, as the Administrative Agent in its Permitted Discretion may elect to impose from time to time.”

(x)The definition of “Revolving Commitment” in Section 1.01 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

““Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder up to the amount set forth on Schedule 2.01, or in the Assignment and Assumption Agreement pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07, (b) increased from time to time pursuant to Section 2.15 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.06. The aggregate amount of the Lenders’ Revolving Commitments on the Amendment No. 4 Effective Date is $190,000,000.”

(c)Defaulting Lenders. Section 2.11(c) of the Existing Agreement is hereby amended by amending and restating the last sentence thereof in its entirety to read as follows:

“Subject to Section 11.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.”

(d)Revolving Commitment Increase. Section 2.15(a) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(a)    Subject to the terms and conditions set forth herein, after the Closing Date, the Borrower shall have the right to request, by written notice to the Administrative Agent, an

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increase in the Revolving Commitments (a “Revolving Commitment Increase”) in an aggregate amount not to exceed $10,000,000; provided that (i) the Borrower shall only be permitted to request two (2) Revolving Commitment Increases during the term of this Agreement and (ii) any Revolving Commitment Increase shall be in a minimum amount of $5,000,000.”

(e)Revolving Commitment Increase Conditions. The second proviso to Section 2.15(b) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“provided that the establishment of such Revolving Commitment Increase shall be subject to the satisfaction of each of the following conditions: (1) the conditions set forth in Section 4.02(a) and (b) shall be satisfied; (2) the Revolving Commitment Increase shall be effected pursuant to one or more joinder agreements executed and delivered by the Borrower, the Administrative Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Borrower, the Administrative Agent, and the Increase Loan Lenders; (3) the Loan Parties shall execute and deliver or cause to be executed and delivered to the Administrative Agent such amendments to the Loan Documents, customary legal opinions and other documents as the Administrative Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Administrative Agent; (4) the Borrower shall have paid to the Administrative Agent and the Lenders such additional fees as may be agreed to be paid by the Borrower in connection therewith; (5) such Revolving Commitment Increase shall be permitted under (A) for so long as any First Lien Notes remain outstanding, the First Lien Notes Indenture and (B) for so long as any 2014 Second Lien Notes remain outstanding, the 2014 Second Lien Notes Indenture; (6) for so long as any 2016 Secured Notes remain outstanding, holders of more than 50% of the outstanding principal amount of the 2016 Secured Notes shall consent in writing to the establishment of such Revolving Commitment Increase; and (7) the definition of “Maximum Senior Priority Principal Amount” in the 2016 Intercreditor Agreement shall be amended to include an aggregate principal amount equal to the amount of such Revolving Commitment Increase”

(f)FATCA. Section 3.01 of the Existing Agreement is hereby amended by changing clauses (f) and (g) thereof to clauses (h) and (i), respectively, and adding the following as new clauses (f) and (g):

“(f)    Authorization to Share Documentation. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to Section 3.01(e) of this Agreement.

(g)    FATCA Non-Grandfathered. For purposes of FATCA, from and after the Amendment No. 4 Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement and any Loan made hereunder (including any Loan that has been already outstanding) as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).”

(g)Financial Statements. Section 6.01(a) of the Existing Agreement is hereby amended by adding the following proviso before the “;”:

“; provided that the report and opinion of a Registered Public Accounting Firm delivered in connection with the financial statements of Holdings and its Subsidiaries as at the end of the 2016

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fiscal year may be subject to a “going concern” or like qualification or exception as it relates to the maturity of the Senior Notes”

(h)Collateral Monitoring and Reporting. Section 6.20(e) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(e)    Administration of Deposit Accounts. Schedule 6.20 sets forth all Deposit Accounts (other than Excluded Deposit Accounts) maintained by the Loan Parties, including all Dominion Accounts, as of the Closing Date. Subject to Section 6.20(c), each Loan Party shall take all actions necessary to establish the Administrative Agent’s control (within the meaning of the UCC) over each such Deposit Account other than Excluded Deposit Accounts at all times. Each Loan Party shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than (i) subject to the terms of the First Lien Intercreditor Agreement and the 2014 Intercreditor Agreement, the Administrative Agent, the trustee and/or collateral agent (as the case may be) for the First Lien Notes, the trustee and/or collateral agent (as the case may be) for the 2014 Second Lien Notes, and the applicable depositary bank, and (ii) on and after the date of issuance of the 2016 Secured Notes, subject to the terms of the First Lien Intercreditor Agreement, the 2014 Intercreditor Agreement and the 2016 Intercreditor Agreement (as applicable), the Administrative Agent, the trustee and/or collateral agent (as the case may be) for the First Lien Notes, the trustee and/or collateral agent (as the case may be) for the 2014 Second Lien Notes, the trustee and/or collateral agent (as the case may be) for the 2016 Secured Notes, and the applicable depositary bank) to have control over a Deposit Account or any deposits therein. The Borrower shall promptly notify the Administrative Agent of any opening or closing of a Deposit Account by any Loan Party (other than any Excluded Deposit Accounts), and no Loan Party shall open any Deposit Accounts (other than any Excluded Deposit Accounts) at a bank not reasonably acceptable to the Administrative Agent.”

(i)Liens.

(i)Section 7.01 of the Existing Agreement is hereby amended by deleting the word “and” after clause (o), adding “; and” immediately before the “.” in clause (p), and adding the following as a new clause (q) immediately before the “.”:

“(q)    Liens on Collateral securing Indebtedness and other obligations evidenced by the 2016 Secured Notes and the documents executed and delivered by the Loan Parties in connection therewith, so long as such Liens are subject to the 2014 Intercreditor Agreement, the First Lien Intercreditor Agreement and the 2016 Intercreditor Agreement.”

(ii)    Section 7.01(p) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(p)    Liens on Collateral securing Indebtedness and other obligations evidenced by the First Lien Notes and other Indebtedness permitted under Section 7.02(o) and Section 7.02(q) and the documents executed and delivered by the Loan Parties in connection therewith, so long as such Liens are subject to the First Lien Intercreditor Agreement.”

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(j)Indebtedness.

(i)    Section 7.02(d)(ii) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

`(ii) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to any premiums required to be paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and any accrued and unpaid interest thereon,”

(ii)    Section 7.02(j) of the Existing Agreement is hereby amended by deleting clause (E) contained in the proviso thereof in its entirety and substituting therefor the new phrase “(E) [reserved]”.

(iii)    Section 7.02(k) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(k) Indebtedness evidenced by (i) the Senior Notes, (ii) the 2016 Unsecured Notes issued in exchange for all or any portion of the Senior Notes and (iii) the 2016 Secured Notes;”

(iv)    Section 7.02(m) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(m)    any refinancings, refundings, replacements or exchanges of the Senior Notes in whole or in part following the Amendment No. 4 Effective Date; provided that (i) no Default exists immediately prior to (except to the extent such Default would be cured by), or would result from, any such refinancing, refunding, replacement or exchange on a Pro Forma Basis, (ii) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, replacement or exchange except by an amount equal to fees and expenses reasonably incurred in connection with such refinancing, refunding, replacement or exchange and any accrued and unpaid interest thereon, (iii) the direct or any contingent obligor with respect thereto is not changed as a result of or in connection with such refinancing, refunding, replacement or exchange, (iv) such Indebtedness is unsecured, (v) no portion of such Indebtedness is scheduled to be paid (either at maturity or as amortization or as a mandatory prepayment) prior to 91 days after the Maturity Date of any Revolving Loan hereunder and (vi) the material terms and conditions of such Indebtedness are consistent with, or, taken as a whole, no less favorable in any material respect to the Borrower than, the terms of the Senior Notes Indenture;”

(v)    Section 7.02 of the Existing Agreement is hereby amended by deleting the word “and” after clause (o), adding “; and” immediately before the “.” in clause (p), and adding the following as a new clause (q) immediately before the “.”:

“(q)    any refinancings, refundings, replacements or exchanges of the First Lien Notes in whole or in part following the Amendment No. 4 Effective Date; provided that (i) no Default exists immediately prior to (except to the extent such Default would be cured by), or would result from, any such refinancing, refunding, replacement or exchange on a Pro Forma Basis, (ii) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, replacement or exchange except by an amount equal to any premiums required to be paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding,

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replacement or exchange and any accrued and unpaid interest thereon, (iii) the direct or any contingent obligor with respect thereto is not changed as a result of or in connection with such refinancing, refunding, replacement or exchange, (iv) such Indebtedness is in compliance with the terms and conditions of the First Lien Intercreditor Agreement, (v) no portion of such Indebtedness is scheduled to be paid (either at maturity or as amortization or as a mandatory prepayment) prior to 91 days after the Maturity Date of any Revolving Loan hereunder and (vi) the material terms and conditions of such Indebtedness are consistent with, or, taken as a whole, no less favorable in any material respect to the Borrower than, the terms of the First Lien Notes Indenture”

(k)Transactions with Affiliates. Section 7.08 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (i) transactions between or among the Loan Parties (other than Holdings) and (ii) transactions contemplated by that certain offering memorandum, dated May 10, 2016, delivered in connection with the 2016 Unsecured Notes.”

(l)Burdensome Agreements. Section 7.09 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the Closing Date and set forth on Schedule 7.09 (including the Term Documents, the Senior Notes Indenture, the Senior Exchangeable Notes Indenture and the Second Lien Notes Documents), (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (C) on the effective date of any refinancing, refunding, replacement or exchange of the Senior Notes pursuant to Section 7.02(m) and contained in the indentures or other documents that evidence, or that are executed and delivered by the Loan Parties in connection with, such refinancing, refunding, replacement or exchange, (D) on the date of issuance of the 2014 Notes and contained in the indentures or other documents that evidence, or that are executed and delivered by the Loan Parties in connection with, the 2014 Notes, (E) on the date of issuance of the 2016 Notes and contained in the indentures, note purchase agreements or other documents that evidence, or that are executed and delivered by the Loan Parties in connection with, the 2016 Notes or (F) on the effective date of any refinancing, refunding, replacement or exchange of the First Lien Notes pursuant to Section 7.02(q) and contained in the indentures or other documents that evidence, or that are executed and delivered by the Loan Parties in connection with, such refinancing, refunding, replacement or exchange, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, except for (A) any agreement in effect on the Closing Date and set forth on Schedule 7.09 (including the Term Documents, the Term Intercreditor Agreement, the Intercreditor Agreement, the Senior Notes Indenture, the Senior Exchangeable Notes Indenture and the Second Lien Notes Documents) or (B) the First Lien Intercreditor Agreement,

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the 2014 Intercreditor Agreement, the 2016 Intercreditor Agreement and the indentures, note purchase agreements or other documents that evidence, or that are executed and delivered by the Loan Parties in connection with, the 2014 Notes and the 2016 Notes; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under (x) Section 7.02(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (y) Sections 7.02(d), (i), (j),(k), (m), (n) and (q) so long as such negative pledge does not limit the ability of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations.”

(m)Prepayments, Etc. of Indebtedness.

(i)    Section 7.15(b) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(b)    regularly scheduled or required repayments, purchases or redemptions of Indebtedness set forth in Schedule 7.02 (except any such repayment, purchase or redemption subject to Section 7.15(d) below) and refinancings, refundings, replacements and exchanges of such Indebtedness and any Senior Notes or First Lien Notes in compliance with Section 7.02(d), Section 7.02(m) or Section 7.02(q), as applicable;”

(ii)    Section 7.15(d) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(d)    the prepayment, purchase, redemption, defeasance or satisfaction of any Indebtedness (including, without limitation, the 2014 Notes, the Senior Notes and the 2016 Notes) so long as the Prepayment Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such prepayment, purchase, redemption, defeasance or satisfaction;

(iii)    Section 7.15 of the Existing Agreement is hereby amended by deleting the “and” after clause (h) thereof, replacing the “.” at the end of clause (i) thereof with a “;” and adding the following as new clauses (j) and (k):

“(j)    notwithstanding any other provision contained in this Section 7.15 or elsewhere in this Agreement to the contrary, the prepayment, redemption, purchase, defeasance or exchange of all or any portion of the Senior Notes for the 2016 Unsecured Notes, in each case, with (for the avoidance of doubt) such prepaid, redeemed, purchased, defeased or exchanged Senior Notes being permanently retired; and

(k)    prepayments, redemptions, defeasances or satisfactions of Indebtedness made with net proceeds from Dispositions applied in accordance with Section 4.07 of the First Lien Notes Indenture and permitted under Section 7.05(h).”

(n)Events of Default. Section 8.01 of the Existing Agreement is hereby amended by (i) replacing the “.” at the end of clause (o) with “; or” and (ii) adding the following as a new clause (p) at the end thereof:

“(p)    At any time following the issuance of the 2016 Secured Notes and the execution and delivery of the 2016 Intercreditor Agreement by the parties thereto, (i) the 2016 Intercreditor Agreement shall, in whole or in part, terminate, cease to be effective or cease to be legally valid,

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binding and enforceable against any holder of the 2016 Secured Notes, in each case except pursuant to the express terms thereof; (ii) all or any material portion of the Obligations cease to constitute “Senior Priority Obligations” (or any comparable defined term) under the 2016 Intercreditor Agreement; (iii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of the 2016 Intercreditor Agreement, (B) that the 2016 Intercreditor Agreement exists for the benefit of the Administrative Agent, the Lenders and the Issuing Bank or (C) limitations set forth in the 2016 Intercreditor Agreement upon application of proceeds from any source to payment of principal of, or premium or interest on, the 2016 Secured Notes; or (iv) any holders of the 2016 Secured Notes shall, directly or indirectly, disavow or contest in any manner the effectiveness, validity or enforceability of any material term of the 2016 Intercreditor Agreement.”

(o)Appointment and Authority. Section 9.01(b) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(b)    Each of the Lenders (including in its capacity as a Secured Bank Product Provider) hereby further authorizes the Administrative Agent to enter into the 2016 Intercreditor Agreement, the First Lien Intercreditor Agreement and the 2014 Intercreditor Agreement, and any respective amendments thereto on behalf of such Lender. Without limiting the generality of the foregoing, each of the Lenders hereby authorizes and directs the Administrative Agent to bind each Lender to the actions required by such Lender under the terms of the 2016 Intercreditor Agreement, the First Lien Intercreditor Agreement and the 2014 Intercreditor Agreement and any respective amendments thereto.”

(p)Collateral and Guaranty Matters. Section 9.10(d) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(d)    to enter into the 2016 Intercreditor Agreement, the 2014 Intercreditor Agreement and the First Lien Intercreditor Agreement and any respective amendments thereto.”

(q)Bail-In of EEA Financial Institutions. Article XI of the Existing Agreement is hereby amended by adding the following new Section 11.23 thereto:

“Section 11.23. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)    the effects of any Bail-in Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

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(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.”

(r)Subject to Intercreditor Agreements. Section 11.22 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Secured Parties pursuant to the Collateral Documents are expressly subject to the 2016 Intercreditor Agreement, the First Lien Intercreditor Agreement and the 2014 Intercreditor Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder or under the 2016 Intercreditor Agreement, the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement is subject to the limitations and provisions of the 2016 Intercreditor Agreement, the First Lien Intercreditor Agreement and the 2014 Intercreditor Agreement. In the event of any conflict between the terms of the 2016 Intercreditor Agreement, the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement and the terms of this Agreement, the terms of the 2016 Intercreditor Agreement, the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement (as applicable) shall govern. Except as otherwise expressly set forth in the 2016 Intercreditor Agreement, the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement, in the event of any conflict between the terms of the 2016 Intercreditor Agreement and the terms of the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement, the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement (as applicable) shall govern.”

(s)Schedule 2.01 – Revolving Commitments and Applicable Percentages. Schedule 2.01 to the Existing Agreement is hereby amended and replaced in its entirety with the schedule attached to this Amendment as Exhibit A.

Section 3.Representations Correct. By its execution of this Amendment, each Loan Party hereby certifies that:

(a)    This Amendment has been duly authorized by all necessary corporate or other organizational action and has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

(b)    Neither the execution, delivery or performance by any Loan Party of this Amendment (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Collateral

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Documents) upon any of the property or assets of any Loan Party or any of its respective Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject (except, in the case of preceding clauses (i) and (ii), any contravention, breach, default and/or conflict, that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect) or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Loan Party or any of its respective Subsidiaries; and

(c)    Except to the extent the failure to obtain or make the same would not reasonably be expected to have a Material Adverse Effect, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Amendment No. 4 Effective Date and which remain in full force and effect on the Amendment No. 4 Effective Date and (y) filings which are necessary to perfect the security interests created under the Collateral Documents), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Loan Party to authorize, or is required to be obtained or made by, or on behalf of, any Loan Party in connection with, the execution, delivery and performance of this Amendment.

Section 4.Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment No. 4 Effective Date”), subject to the satisfaction or waiver of the following conditions:

(a)    Counterparts of this Amendment shall have been executed and delivered by the Borrower, the other Loan Parties, the Issuing Bank and the Lenders, and the Administrative Agent shall have executed and delivered an acknowledgement counterpart of this Amendment;

(b)    The Administrative Agent’s receipt of a duly executed certificate of an appropriate officer of each Loan Party, certifying (i) that the copies of each Loan Party’s certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, (x) as certified and delivered to the Administrative Agent on the date that such Loan Party became a Loan Party, remain in full force and effect as of the Amendment No. 4 Effective Date without modification or amendment since such original delivery or (y) as certified as of a recent date by the appropriate Governmental Authority of the jurisdiction of such Loan Party’s organization or formation (or, in the case of the limited liability company agreement or by-laws (or equivalent organizational documents) of such Loan Party, as certified by such appropriate officer) and attached to such officer’s certificate, are true, correct and complete and in full force and effect as of the Amendment No. 4 Effective Date, (ii) that the copies of each Loan Party’s resolutions approving and adopting this Amendment, the transactions contemplated herein, and authorizing the execution and delivery thereof, as attached to such officer’s certificate, are true, correct and complete copies and in full force and effect as of the Amendment No. 4 Effective Date and (iii) as to incumbency certificates identifying the officers of each Loan Party that are authorized to execute this Amendment and to act on such Loan Party’s behalf in connection with this Amendment and the other Loan Documents;

(c)    The Administrative Agent shall have received certificates of good standing or the equivalent (if any) for each Loan Party from such Loan Party’s jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority;

(d)    The Administrative Agent shall have received from Hughes Hubbard & Reed LLP, special counsel to the Loan Parties, an opinion addressed to the Administrative Agent and each of the

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Lenders and dated the Amendment No. 4 Effective Date with respect to such matters as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent;

(e)    The Administrative Agent shall have received from Ian R. Scheinmann, Esq., Senior Vice President, Legal Affairs of Holdings, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Amendment No. 4 Effective Date with respect to such matters as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent;

(f)    The Administrative Agent shall have received from Davis Graham & Stubbs LLP, special Colorado counsel to the Loan Parties, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Amendment No. 4 Effective Date with respect to such matters as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent;

(g)The Administrative Agent shall have received from DLA Piper LLP, special Georgia, Maryland, Massachusetts and Virginia counsel to the Loan Parties, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Amendment No. 4 Effective Date with respect to such matters as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent;

(h)    The Administrative Agent shall have received from Bose McKinney & Evans LLP, special Indiana counsel to the Loan Parties, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Amendment No. 4 Effective Date with respect to such matters as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent;

(i)     (A)(i) the representations and warranties set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date, both before and after giving effect to this Amendment, with the same effect as though made on and as of the Amendment No. 4 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) the representations and warranties in Section 3 of this Amendment shall be true and correct in all material respects as of the Amendment No. 4 Effective Date and (iii) no Default shall exist as of the date hereof and after giving effect to this Amendment, and (B) the Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that, after giving effect to this Amendment, the conditions set forth in the foregoing clause (A) have been satisfied;

(j)    The Administrative Agent shall have received, for the account of each Lender that executes and delivers to the Administrative Agent a counterpart of this Amendment (each, a “Consenting Lender”), the extension fee specified in that certain fee letter, dated as of the date hereof, between the Administrative Agent and the Borrower;

(k)    All reasonable out-of-pocket costs and expenses of the Administrative Agent, including all reasonable invoiced fees and expenses of one primary counsel to the Administrative Agent, to the extent invoiced at least two (2) Business Day prior to the date hereof, shall have been paid or reimbursed, on or prior to the Amendment No. 4 Effective Date;

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(l)    On or prior to the Amendment No. 4 Effective Date, the conditions to consummate the exchange of its outstanding 11.50% Senior Notes due 2017 for (1) the Borrower’s 6.00% Senior Notes due 2024 and (2) warrants to purchase the applicable number of shares of common stock, par value $0.01 per share of Holdings, all as further described in that certain offering memorandum, dated May 10, 2016, shall have been satisfied or waived such that this Amendment can become effective simultaneously with such exchange;

(m)    Concurrently with the Amendment No. 4 Effective Date, the Borrower shall have issued the 2016 Secured Notes in an aggregate principal amount equal to $50,000,000, the net proceeds of which shall be used to repay outstanding Revolving Loans substantially concurrently with the Amendment No. 4 Effective Date;

(n)    The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party relating thereto) and, if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance pursuant to Section 6.07 of the Credit Agreement; and

(o)    The Administrative Agent shall have received each of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and by the other parties thereto, each dated the Amendment No. 4 Effective Date and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i) the 2016 Intercreditor Agreement;

(ii) an amendment to the 2014 Intercreditor Agreement to appropriately include the 2016 Secured Note Purchase Agreement as a Senior Priority Document (as defined in the 2014 Intercreditor Agreement) thereunder (including related conforming modifications) and the corresponding Grantors’ Acknowledgement and Agreement; and

(iii) an amendment to the First Lien Intercreditor Agreement to appropriately include the 2016 Secured Note Purchase Agreement as a Revolving Credit Document (as defined in the First Lien Intercreditor Agreement) thereunder (including related conforming modifications) and the corresponding Grantors’ Acknowledgement and Agreement.

Section 5.Fees Generally. All fees payable hereunder shall be in all respects fully earned, due and payable on the Amendment No. 4 Effective Date and non-refundable and non-creditable thereafter.

Section 6.Acknowledgments. Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) in the case of each Guarantor, its guarantee of the Obligations under the Loan Documents and (iii) its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents.

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Section 7.    Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except in accordance with Section 11.01 of the Credit Agreement.

Section 8.    Liens Unimpaired. After giving effect to this Amendment, neither the modification of the Existing Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment:

(a)    impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or

(b)     requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Section 9.    FATCA. For purposes of FATCA, from and after the Amendment No. 4 Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement and any Loan made thereunder (including any Loan that has been already outstanding) as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Section 10.    Entire Agreement. This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Existing Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 11.    GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 11.14 AND 11.15 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.

Section 12.    Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 13.    Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

Section 14.    Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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Section 15.    Reallocation. Each of the parties hereto agrees that on the Amendment No. 4 Effective Date, the Revolving Commitments of GE Asset Based Master Note, LLC, TD Bank, N.A., Webster Business Credit Corporation, Amalgamated Bank and MIHI LLC (the “Assigning Lenders”) shall be deemed assigned to the Lenders party to this Amendment and such Revolving Commitments, together with the Assigning Lenders’ outstanding Revolving Loans and all participations in Letters of Credit and Swingline Loans, shall be reallocated pro rata among the Lenders as set forth on Exhibit A to this Amendment.

Section 16.    Roles. It is agreed that: (i) each of Bank of America, N.A., Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A. will act as joint lead arrangers and joint lead bookrunners for this Amendment; (ii) each of Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A. will act as co-syndication agents for this Amendment; and (iii) PNC Bank, National Association will act as documentation agent for this Amendment.

Section 17.    Release of Mortgage on the Mortgaged Property in Williamsburg, PA. By its execution of this Amendment, the Required Lenders hereby approve the release of the Mortgage on the Mortgaged Property owned by Envelope Product Group, LLC and located at Route 866, Williamsburg, PA 16693 notwithstanding the agreement that: (i) the Revolving Credit Collateral (as defined in the First Lien Intercreditor Agreement) and the Fixed Asset Collateral (as defined in the First Lien Intercreditor Agreement) be identical pursuant to the terms of the First Lien Intercreditor Agreement (as in effect prior to the Amendment No. 4 Effective Date), and (ii) the Revolving Credit Collateral (as defined in the 2014 Intercreditor Agreement), the Senior Priority Fixed Asset Collateral (as defined in the 2014 Intercreditor Agreement) and the Junior Priority Collateral (as defined in the 2014 Intercreditor Agreement) be identical pursuant to the terms of the 2014 Intercreditor Agreement (as in effect prior to the Amendment No. 4 Effective Date).

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

CENVEO CORPORATION, a Delaware corporation

By:     /s/ Scott J. Goodwin        
Name: Scott J. Goodwin
Title:     Chief Financial Officer

CENVEO, INC., a Colorado corporation

By:     /s/ Scott J. Goodwin        
Name: Scott J. Goodwin
Title:     Chief Financial Officer

S-1

Signature Page to Amendment No. 4

CNMW INVESTMENTS, INC., a Delaware corporation

CENVEO SERVICES, LLC, a Colorado limited liability company

DISCOUNT LABELS, LLC, an Indiana limited liability company

CENVEO OMEMEE LLC, a Delaware limited liability company

COLORHOUSE CHINA, INC., a Colorado corporation

RX JV HOLDING, INC., a Delaware corporation

CRX JV, LLC, a Delaware limited liability company

CRX HOLDING, INC., a Delaware corporation

RX TECHNOLOGY CORP., a Delaware corporation

CADMUS PRINTING GROUP, INC., a Virginia corporation

CADMUS FINANCIAL DISTRIBUTION, INC., a Virginia corporation

GARAMOND/PRIDEMARK PRESS, INC., a Maryland corporation

CADMUS JOURNAL SERVICES, INC., a Virginia corporation

CADMUS DELAWARE, INC., a Delaware corporation

CADMUS UK, INC., a Virginia corporation

EXPERT GRAPHICS, INC., a Virginia corporation

CADMUS MARKETING GROUP, INC., a Virginia corporation

CADMUS MARKETING, INC., a Virginia corporation

CADMUS/O’KEEFE MARKETING, INC., a Virginia corporation

OLD TSI, INC., a Georgia corporation

PORT CITY PRESS, INC., a Maryland corporation

By:        /s/ Scott J. Goodwin        
Name:     Scott J. Goodwin
Title:     Chief Financial Officer

S-2

Signature Page to Amendment No. 4

CADMUS INTERNATIONAL HOLDINGS, INC., a Virginia corporation

CDMS MANAGEMENT, LLC, a Delaware limited liability company

MADISON/GRAHAM COLORGRAPHICS, INC., a California corporation

VSUB HOLDING COMPANY, a Virginia corporation

VAUGHAN PRINTERS INCORPORATED, a Florida corporation

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC., a California corporation

COMMERCIAL ENVELOPE MANUFACTURING CO. INC., a New York corporation

CENVEO CEM, INC., a Delaware corporation

CENVEO CEM, LLC, a Delaware limited liability company

LIGHTNING LABELS, LLC, a Delaware limited liability company

NASHUA CORPORATION, a Massachusetts corporation

NASHUA INTERNATIONAL, INC., a Delaware corporation

ENVELOPE PRODUCT GROUP, LLC, a Delaware limited liability company

By:        /s/ Scott J. Goodwin        
Name:     Scott J. Goodwin
Title:     Chief Financial Officer

S-3

Signature Page to Amendment No. 4

BANK OF AMERICA, N.A., as a Lender and Swingline Lender

By:        /s/ Robert Q. Mahoney        
Name:     Robert Q. Mahoney

Title:         Sr. Vice President

S-4

Signature Page to Amendment No. 4

BANK OF AMERICA, N.A., as an Issuing Bank

By:        /s/ Robert Q. Mahoney        
Name:     Robert Q. Mahoney

Title:         Sr. Vice President

S-5

Signature Page to Amendment No. 4

WELLS FARGO BANK N.A, as a Lender

By:     /s/ Mark Bradford    
Name:    Mark Bradford
Title:    Vice President

Signature Page to Amendment No. 4

JPMorgan Chase Bank, N.A, as a Lender

By:    /s/ Donna DiForio     Name:    Donna DiForio

Title:    Authorized Officer

S-14

Signature Page to Amendment No. 4

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:     /s/ Maggie Smith    
Name:    Maggie Smith

Title:    Banking Officer

Signature Page to Amendment No. 4

BARCLAYS BANK PLC, as a Lender

By:     /s/ Marguerite Sutton    
Name:    Marguerite Sutton

Title:    Vice President

Signature Page to Amendment No. 4

ACKNOWLEDGED:

BANK OF AMERICA, N.A., as Administrative Agent

By:    /s/ Robert Q. Mahoney    
Name:     Robert Q. Mahoney

Title:    Sr. Vice President

S-15

Signature Page to Amendment No. 4

EXHIBIT ATOAMENDMENT

SCHEDULE 2.01

Revolving Commitments and Applicable Percentages

Name of Lender	Revolving Commitment	Applicable Percentages
BANK OF AMERICA, N.A.	$50,000,000	0.263157895%
WELLS FARGO BANK, NATIONAL ASSOCIATION	$42,500,000	0.223684211%
JPMORGAN CHASE BANK, N.A.	$42,500,000	0.223684211%
PNC BANK, NATIONAL ASSOCIATION	$35,000,000	0.184210526%
BARCLAYS BANK PLC	$20,000,000	0.105263158%
Total	$190,000,000	100.000000000%

Exhibit A-1

EX-99.1

Exhibit 99.1

News Release

Cenveo Announces Closing of its Exchange

Offer and Related Refinancing Transactions

$150 million (80%) of outstanding 11.5% Notes due 2017 exchanged

For $105 million of new 6.0% unsecured notes due 2024

$37.5 million (77%) of outstanding 7.0% Notes agreed to be repurchased at 60% of face amount

ABL amended to reduce commitments and extend maturity to 2021

$50 million received in sale of 4.0% 5½-year Secured Term Note

Liquidity increased by approximately $25 million

Next significant debt maturity is August 2019

STAMFORD, CT - (June 13, 2016) - Cenveo Corporation, a Delaware corporation (the “Company”), announced that on Friday June 10, it closed on an exchange offer (the “Exchange Offer”) whereby approximately 80% of its outstanding 11.5% Senior Notes due 2017 (the “11.5% Notes”) were exchanged for newly issued 6.000% senior notes due 2024 (the “New Notes”) and warrants (the “Warrants”) to purchase shares of common stock, par value $0.01 per share, of Cenveo, Inc. (“Common Stock”), representing in the aggregate 16.6% of the outstanding Common Stock, at an exercise price of $1.50 per share, and related refinancing transactions. Cenveo, Inc. (NYSE: CVO), a Colorado corporation, is a holding company and holds all of the capital stock of the Company.

Robert G. Burton, Sr., Chairman and Chief Executive Officer, stated:

“We are delighted to have achieved these important milestones with our refinancing transactions.  With the closing of the Exchange Offer and related transactions, and other signed transactions, Cenveo emerges a stronger company with lower debt, higher cash flow due to significantly lower interest expense, and no significant scheduled debt maturities until August 2019.  We are confident that with our improved free cash flow and increased liquidity as a result of the new $50 million secured term note financing, we have sufficient cash to address the nearly $50 million of 11.5% Notes and 7.0% exchangeable senior notes that remain outstanding following this closing.   These financing transactions enable the Company to continue to capitalize on its leadership position within its three business segments by significantly reducing the refinancing and disruption risk associated with the 2017 debt maturities.  We are very excited about the future of our company and very appreciative of our longtime lenders who have supported us during these transactions.”

On June 10, 2016 (the “Closing Date”), the Company retired approximately $150 million of its outstanding 11.5% Notes in exchange for an aggregate of approximately $105 million of New Notes and Warrants to purchase approximately 11.1 million shares of Common Stock.  For each $1,000 principal amount of 11.5% Notes exchanged, the holder received $700 aggregate principal amount of New Notes and Warrants to purchase 74 shares of Common Stock. The retired 11.5% Notes represented approximately 80% of all such notes outstanding at the commencement of the Exchange Offer. Approximately $38.5 million aggregate principal amount of the 11.5% Notes remain outstanding.

Also on the Closing Date, in a related transaction, the Company amended its asset-based revolving credit facility (the “ABL Facility”) to extend the term of the ABL Facility through 2021 and to reduce the

commitments thereunder by $50 million to $190 million. The ABL Facility now matures in June 2021, with a springing maturity of May 2019 ahead of the Company’s existing 6.000% senior priority secured notes due August 2019 (the “6.000% Notes”) in the event that more than $10.0 million of the 6.000% Notes remain outstanding at such time.

Also on the Closing Date, in another related transaction, the Company and certain affiliates of or funds managed by Allianz Global Investors U.S. LLC (“Allianz” and, collectively, the “Purchasers”) entered into a secured indenture and note purchase agreement (the “Secured Note Purchase Agreement”) pursuant to which the Company issued new secured notes to the Purchasers in an aggregate principal amount of $50.0 million (the “New Secured Notes”), the proceeds of which have been applied to reduce the outstanding principal amount under the ABL Facility. The New Secured Notes mature in December 2021, with a springing maturity of May 2019 ahead of the Company’s 6.000% Notes. The New Secured Notes bear interest at 4% per annum and are secured by the same collateral that secures the ABL Facility, the 6.000% Notes and the Company’s 8.500% junior priority secured notes due 2022 (the “8.500% Notes”).  With respect to the ABL Facility, the New Secured Notes rank junior with respect to all collateral up to a certain maximum principal amount of the ABL Facility.  With respect to the 6.000% Notes, the New Secured Notes rank junior with respect to notes priority collateral and senior with respect to ABL Facility priority collateral.  With respect to the 8.500% Notes, the New Secured Notes rank senior with respect to all collateral. Such ranking of the New Secured Notes with respect to the 6.000% Notes and the 8.500% Notes is the same ranking that the ABL Facility has with such notes.

In addition, as previously disclosed, the Company and Allianz have agreed to enter into a note purchase agreement pursuant to which the Company shall purchase all of its 7% exchangeable senior notes (the “7% Notes”) owned by Allianz in the aggregate principal amount of $37,545,000 in exchange for: (a) payment in cash in an amount equal to (i) the aggregate principal amount of such 7% Notes multiplied by 0.6 plus (ii) an amount of interest on the amount payable pursuant to the immediately preceding clause (i) at an annual interest rate of 7% per annum, such interest accruing from the date of execution of such note purchase agreement until (and including) the closing of the purchase and computed based on a year of 360 days; (b) payment in cash of interest that shall have accrued in respect of such 7% Notes in accordance with the indenture relating to such 7% Notes but remains unpaid at the closing of the purchase; and (c) delivery to Allianz of Warrants to purchase 3.3% of the outstanding shares of the Common Stock as of the Closing Date. The consummation of the 7% Notes purchase may occur in one or multiple closings on or prior to January 31, 2017 and are subject to customary conditions precedent. As a result of the 7% Notes sale, only approximately $11.2 million aggregate principal amount of 7% Notes will remain outstanding.

The New Notes, the Warrants and the shares of Common Stock underlying the Warrants and the offering thereof have not been registered under the Securities Act or under any state securities laws. The New Notes, the Warrants and the shares of Common Stock underlying the Warrants may not be offered or sold within the United States, absent registration or an applicable exemption from registration requirements. On the Closing Date, the Company executed a registration rights agreement pursuant to which the Company will file a registration statement covering the resale of the Warrants and the shares of Common Stock issuable upon exercise of the Warrants.

J.P. Morgan Securities LLC was the Dealer Manager for the Exchange Offer. In the transactions, Hughes Hubbard & Reed LLP represented the Company and Cenveo, Inc., Cahill Gordon & Reindel LLP represented the Dealer Manager and Willkie Farr & Gallagher LLP represented Allianz. MacKenzie Partners, Inc. acted as the Information Agent for the Exchange Offer.

###

Cenveo, Inc. (NYSE: CVO), world headquartered in Stamford, Connecticut, is a leading global provider of print and related resources, offering world-class solutions in the areas of custom labels, envelopes, commercial print, content management and publisher solutions. The company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, we pride ourselves on delivering quality solutions and service every day to our customers. For more information please visit us at www.cenveo.com.

________________________

Statements made in this release, other than those concerning historical financial information, may be considered “forward-looking statements,” which are based upon current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. In view of such uncertainties, investors should not place undue reliance on such forward-looking statements. Such statements speak only as of the date of this release, and Cenveo, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors which could cause actual results to differ materially from management’s expectations include, without limitation: (i) recent United States and global economic conditions have adversely affected Cenveo, Inc. and could continue to do so; (ii) Cenveo, Inc.’s substantial level of indebtedness could impair its financial condition and prevent it from fulfilling its business obligations; (iii) Cenveo, Inc.’s ability to service or refinance its debt; (iv) the terms of Cenveo, Inc.’s indebtedness impose significant restrictions on its operating and financial flexibility; (v) additional borrowings available to Cenveo, Inc. could further exacerbate its risk exposure from debt; (vi) Cenveo, Inc.’s ability to successfully integrate acquired businesses with its business; (vii) a decline in Cenveo, Inc.’s consolidated profitability or profitability within one of its individual reporting units could result in the impairment of its assets, including goodwill and other long-lived assets; (viii) the industries in which Cenveo, Inc. operates its business are highly competitive and extremely fragmented; (ix) a general absence of long-term customer agreements in Cenveo, Inc.’s industry subject its business to quarterly and cyclical fluctuations; (x) factors affecting the United States postal services impacting demand for Cenveo, Inc.’s products; (xi) the availability of the Internet and other electronic media adversely affecting Cenveo, Inc.’s business; (xii) increases in paper costs and decreases in the availability of raw materials; (xiii) Cenveo, Inc.’s labor relations; (xiv) Cenveo, Inc.’s compliance with environmental laws; (xv) Cenveo, Inc.’s dependence on key management personnel; (xvi) any failure, interruption or security lapse of Cenveo, Inc.’s information technology systems; (xvii) statutory requirements that share repurchases are subject to certain asset sufficiency standards and (xviii) uncertainty as to the ultimate beneficial impact of the other transactions described herein, including the consummation of the remaining transactions, which are subject to conditions, including but not limited to those that are not within the control of Cenveo, Inc. This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact Cenveo, Inc.’s business. Additional information regarding these and other factors can be found in Cenveo, Inc.’s periodic filings with the SEC, which are available at www.cenveo.com.

Inquiries from analysts and investors should be directed to Ayman Zameli at (203) 595-3063