EX-4.1



 Exhibit 4.1 
  

 
  

TRIBUNE MEDIA COMPANY, 
 as
Company 
  
  

INDENTURE 
 Dated as of
June 24, 2015 
  
  

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 

as Trustee 
 PROVIDING FOR THE
ISSUANCE OF NOTES IN SERIES 
  
  

 







 Table of Contents 

 

			
	 	 	 Page

	ARTICLE I Definitions and Incorporation by Reference	 	 1

		
	SECTION 1.1 Definitions	 	 1

	SECTION 1.2 Other Definitions	 	 50

	SECTION 1.3 Rules of Construction	 	 51

	SECTION 1.4 Incorporation by Reference of TIA	 	 52

	SECTION 1.5 Limited Condition Acquisition	 	 52

		
	ARTICLE II The Notes	 	 54

		
	SECTION 2.1 Forms Generally	 	 54

	SECTION 2.2 Form of Trustee’s Certificate of Authentication	 	 55

	SECTION 2.3 Restrictive and Global Note Legends	 	 56

	SECTION 2.4 Amount Unlimited; Issuable in Series	 	 58

	SECTION 2.5 Denominations	 	 59

	SECTION 2.6 Execution, Authentication and Delivery and Dating	 	 59

	SECTION 2.7 Temporary Notes	 	 60

	SECTION 2.8 Registrar and Paying Agent	 	 60

	SECTION 2.9 Mutilated, Destroyed, Lost and Stolen Notes	 	 61

	SECTION 2.10 Payment of Interest Rights Preserved	 	 62

	SECTION 2.11 Persons Deemed Owners	 	 63

	SECTION 2.12 Cancellation	 	 63

	SECTION 2.13 Computation of Interest	 	 63

	SECTION 2.14 CUSIP Numbers, ISINs, etc	 	 64

	SECTION 2.15 Book-Entry Provisions for Global Notes	 	 64

	SECTION 2.16 Special Transfer Provisions	 	 66

	SECTION 2.17 Payment of Additional Interest	 	 68

	SECTION 2.18 Paying Agent to Hold Money in Trust	 	 69

	SECTION 2.19 Lists of Holders of the Notes	 	 69

		
	ARTICLE III Covenants	 	 69

		
	SECTION 3.1 Payment of Notes	 	 69

	SECTION 3.2 Reports and Other Information	 	 70

	SECTION 3.3 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	 	 70

	SECTION 3.4 Limitation on Restricted Payments	 	 78

	SECTION 3.5 Liens	 	 86

	SECTION 3.6 Dividend and Other Payment Restrictions Affecting Subsidiaries	 	 87

	SECTION 3.7 Asset Sales	 	 90

	SECTION 3.8 Transactions with Affiliates	 	 94

	SECTION 3.9 Change of Control Triggering Event	 	 98

	SECTION 3.10 Additional Guarantors	 	 100

	SECTION 3.11 [Reserved]	 	 101

	SECTION 3.12 Compliance Certificate; Statement by Officers as to Default	 	 101



  
 i 









 Table of Contents 

(continued) 
  


			
	 	 	 Page

	SECTION 3.13 [Reserved]	 	 101

	SECTION 3.14 Designation of Restricted and Unrestricted Subsidiaries	 	 101

	SECTION 3.15 Covenant Suspension	 	 102

		
	ARTICLE IV Merger; Consolidation or Sale of Assets	 	 104

		
	SECTION 4.1 When the Company May Merge or Otherwise Dispose of Assets	 	 104

		
	ARTICLE V Redemption of Notes	 	 106

		
	SECTION 5.1 Applicability of Article	 	 106

	SECTION 5.2 Right of Redemption	 	 106

	SECTION 5.3 Election to Redeem; Notice to Trustee of Optional and Mandatory Redemptions	 	 106

	SECTION 5.4 Notice of Redemption	 	 107

	SECTION 5.5 Deposit of Redemption Price	 	 109

	SECTION 5.6 Notes Payable on Redemption Date	 	 109

	SECTION 5.7 Notes Redeemed in Part	 	 110

	SECTION 5.8 Offer to Repurchase	 	 110

		
	ARTICLE VI Defaults and Remedies	 	 112

		
	SECTION 6.1 Events of Default	 	 112

	SECTION 6.2 Acceleration	 	 114

	SECTION 6.3 Other Remedies	 	 114

	SECTION 6.4 Waiver of Past Defaults	 	 114

	SECTION 6.5 Control by Majority	 	 115

	SECTION 6.6 Limitation on Suits	 	 115

	SECTION 6.7 [Reserved]	 	 116

	SECTION 6.8 Collection Suit by Trustee	 	 116

	SECTION 6.9 Trustee May File Proofs of Claim	 	 116

	SECTION 6.10 Priorities	 	 116

	SECTION 6.11 Undertaking for Costs	 	 117

		
	ARTICLE VII Trustee	 	 117

		
	SECTION 7.1 Duties of Trustee	 	 117

	SECTION 7.2 Rights of Trustee	 	 118

	SECTION 7.3 Individual Rights of Trustee	 	 120

	SECTION 7.4 Disclaimer	 	 120

	SECTION 7.5 Notice of Defaults	 	 120

	SECTION 7.6 Compensation and Indemnity	 	 120

	SECTION 7.7 Replacement of Trustee	 	 121

	SECTION 7.8 Successor Trustee by Merger	 	 122

	SECTION 7.9 Eligibility; Disqualification	 	 123

	SECTION 7.10 Limitation on Duty of Trustee	 	 123

	SECTION 7.11 Preferential Collection of Claims Against the Company	 	 123



  
 ii 









 Table of Contents 

(continued) 
  


			
	 	 	 Page

	SECTION 7.12 Reports by Trustee to Holders of the Notes	 	 123

		
	ARTICLE VIII Discharge of Indenture; Defeasance	 	 123

		
	SECTION 8.1 Discharge of Liability on Securities; Defeasance	 	 123

	SECTION 8.2 Conditions to Defeasance	 	 125

	SECTION 8.3 Application of Trust Money	 	 127

	SECTION 8.4 Repayment to the Company	 	 127

	SECTION 8.5 Indemnity for U.S. Government Obligations	 	 127

	SECTION 8.6 Reinstatement	 	 127

		
	ARTICLE IX Amendments	 	 128

		
	SECTION 9.1 Without Consent of Holders	 	 128

	SECTION 9.2 With Consent of Holders	 	 129

	SECTION 9.3 Effect of Consents and Waivers	 	 130

	SECTION 9.4 Notation on or Exchange of Notes	 	 131

	SECTION 9.5 Trustee to Sign Amendments	 	 131

		
	ARTICLE X Guarantees	 	 131

		
	SECTION 10.1 Guarantees	 	 131

	SECTION 10.2 Limitation on Liability; Termination, Release and Discharge	 	 133

	SECTION 10.3 Right of Contribution	 	 135

	SECTION 10.4 No Subrogation	 	 135

		
	ARTICLE XI INTENTIONALLY OMITTED	 	 135

		
	ARTICLE XII Miscellaneous	 	 135

		
	SECTION 12.1 Notices	 	 135

	SECTION 12.2 Certificate and Opinion as to Conditions Precedent	 	 137

	SECTION 12.3 Statements Required in Certificate or Opinion	 	 137

	SECTION 12.4 [Reserved]	 	 137

	SECTION 12.5 Rules by Trustee, Paying Agent and Registrar	 	 138

	SECTION 12.6 Days Other than Business Days	 	 138

	SECTION 12.7 Governing Law	 	 138

	SECTION 12.8 Waiver of Jury Trial	 	 138

	SECTION 12.9 No Recourse Against Others	 	 138

	SECTION 12.10 Successors	 	 138

	SECTION 12.11 Multiple Originals	 	 138

	SECTION 12.12 Variable Provisions	 	 138

	SECTION 12.13 Table of Contents; Headings	 	 138

	SECTION 12.14 Force Majeure	 	 139

	SECTION 12.15 USA Patriot Act	 	 139

	SECTION 12.16 [Reserved]	 	 139

	SECTION 12.17 Communication by Holders with Other Holders	 	 139



  
 iii 









 Table of Contents 

(continued) 
  

 EXHIBITS 
  

			
	EXHIBIT A		 Form of Initial Note

	EXHIBIT B		 Form of Exchange Note

	EXHIBIT C		 Form of Certificate of Beneficial Ownership

	EXHIBIT D		 Form of Regulation S Certificate

	EXHIBIT E		 Form of Supplemental Indenture in Respect of Subsidiary Guarantees

	EXHIBIT F		 Form of Certificate from Acquiring Institutional Accredited Investors

	EXHIBIT G		 Form of Supplemental Indenture Establishing a Series of Notes



  
 iv 








 INDENTURE, dated as of June 24, 2015, as amended or supplemented from time to time (this
“Indenture”), among TRIBUNE MEDIA COMPANY, a Delaware corporation, the Subsidiary Guarantors from time to time parties hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (in such capacity, the
“Trustee”). 
 Recitals of the Company 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein) of
the Notes (as defined herein): 
 ARTICLE I 

Definitions and Incorporation by Reference 

SECTION 1.1 Definitions. 

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the
foregoing, a “Pro Forma Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Company and its Restricted Subsidiaries in the definition of the term
“Consolidated EBITDA” and in each definition embedded therein were references to such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries or Related License Corporations), all as determined on a consolidated
basis for such Pro Forma Entity. 
 “Acquired Indebtedness” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person is merged, amalgamated or consolidated with or into
or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Subsidiary of
such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

 “Acquisition Indebtedness” means, Indebtedness of (A) the Company or any Restricted Subsidiary Incurred to
finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger, amalgamation or consolidation of any Person with or into the Company or any Restricted
Subsidiary, or (B) any Person that is acquired by or merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger,
amalgamation or consolidation). 
 “Additional Notes” means notes issued under this Indenture in addition to the Initial
Notes (other than notes issued pursuant to Section 2.7, 2.8, 2.9, 2.15(d), 2.15(e) or 5.7). 







 “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. “Control” (including, with correlative meanings, the terms “Controlling,” “Controlled by” and “under
common Control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. 
 “Applicable Premium” means, with respect to any series of Notes, “Applicable
Premium” as such term is defined in the Notes Supplemental Indenture establishing such series of Notes. 
 “Asset
Sale” means: 
 (1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series
of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of the Company or any Restricted Subsidiary or 

(2) the issuance or sale of Equity Interests (other than Preferred Stock of Restricted Subsidiaries issued in compliance with
Section 3.3 and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Company or
another Restricted Subsidiary) (whether in a single transaction or a series of related transactions), 
 (each of the foregoing referred to in this
definition as a “disposition”), in each case, other than: 
 (a) a sale, exchange or other disposition of cash,
Cash Equivalents or Investment Grade Securities, or of obsolete, damaged, unnecessary, unsuitable or worn out equipment, or other assets, in the ordinary course of business, or dispositions of property no longer used, useful or economically
practicable to maintain in the conduct of the business of the Company and its Restricted Subsidiaries (including allowing any registrations or any applications for registration of any intellectual property to lapse or become abandoned); 

(b) the sale, conveyance, lease or other disposition of all or substantially all of the assets of the Company or any Guarantor
in compliance with Section 4.1 or any disposition that constitutes a Change of Control Triggering Event; 
 (c) any
Restricted Payment that is permitted to be made, and is made, pursuant to Section 3.4 (including any transaction specifically excluded from the definition of the term “Restricted Payment”; including pursuant to the exceptions
contained in the definition thereof and the parenthetical exclusion of such definition) or any Permitted Investment; 
 (d)
any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, in a single transaction or series of related transactions, with an aggregate Fair Market Value (on the date a legally binding commitment for such
disposition was entered into) of less than $50.0 million; 

  
 2 








 (e) any transfer or other disposition of property or assets or issuance or sale
of Equity Interests by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to a Restricted Subsidiary of the Company; 

(f) the creation of any Lien permitted under this Indenture; 

(g) any issuance, sale, pledge or other disposition of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary; 
 (h) the sale, lease, assignment, license, sublicense or sublease of inventory, equipment,
accounts receivable, notes receivable or other current assets held for sale in the ordinary course of business or the conversion of accounts receivable to notes receivable or dispositions of accounts receivable in connection with the collection or
compromise thereof; 
 (i) the lease, assignment, license, sublicense or sublease of any real or personal property in the
ordinary course of business; 
 (j) a sale or transfer of accounts receivable, or participations therein, and related assets
of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions; 

(k) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables
Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing; 

(l) [intentionally omitted]; 

(m) (i) non-exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles
and (ii) exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles in the ordinary course of business of the Company and its Restricted Subsidiaries; 

(n) the sale in a Sale/Leaseback Transaction of any property acquired after the Issue Date within twelve months of the
acquisition of such property; 
 (o) the surrender or waiver of obligations of trade creditors or customers or other contract
rights that were incurred in the ordinary course of business of the Company or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or
compromise, settlement, release or surrender of a contract, tort or other litigation claim, arbitration or other disputes; 

  
 3 








 (p) dispositions arising from foreclosures, condemnations, eminent domain,
seizure, nationalization or any similar action with respect to assets, dispositions of property subject to casualty events and (except for purposes of calculating Net Cash Proceeds of any Asset Sale by Sections 3.7(b) and 3.7(c)) dispositions
necessary or advisable (as determined by the Company in good faith) in order to consummate any acquisition of any Person, business or assets; 

(q) (i) dispositions of Investments (including Equity Interests) in joint ventures to the extent required by, or
made pursuant to customary buy/sell arrangements or rights of first refusal between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements and (ii) the transfer for fair value of property
(including Equity Interests of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred property; provided that such transfer is permitted under Section 3.4; 

(r) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for
use in a Similar Business; 
 (s) [intentionally omitted]; 

(t) [intentionally omitted]; 

(u) [intentionally omitted]; 

(v) (except for purposes of calculating Net Cash Proceeds of any Asset Sale under Sections 3.7(b) and (c)) dispositions
necessary or advisable (as determined by the Company in good faith) in order to comply with orders from or rules and regulations promulgated by the FCC from time to time; 

(w) dispositions of Excluded Disposition Assets or the Equity Interests of an Excluded Disposition Subsidiary in contemplation
of or in connection with a Specified Third Party Transaction; and 
 (x) other dispositions of Excluded Disposition Assets or
the Equity Interests of any Excluded Disposition Subsidiary; provided that immediately after giving Pro Forma Effect to such disposition (or, as of the date a legally binding commitment for such disposition is entered into), either
(x) the Consolidated Total Net Debt Ratio shall be less than or equal to 6.75 to 1.00 or (y) the Consolidated Total Net Debt Ratio is less than or equal to the Consolidated Total Net Debt Ratio immediately prior to giving Pro
Forma Effect to such disposition. 
 For the avoidance of doubt, the unwinding of Swap Contracts shall not be deemed to constitute an Asset Sale. 

  
 4 








 “Bankruptcy Law” means Title 11, United States Code, or any similar federal or
state law for the relief of debtors. 
 “Bankruptcy Proceedings” means the reorganization proceedings under Title 11 of the
United States Code in the United States Bankruptcy Court for the District of Delaware pursuant to which the Company and certain of its Subsidiaries were debtors. 

“Board of Directors” means as to any Person, the board of directors or managers, sole member or managing member, or other
governing body, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. 

“Broadcast Station” means all or substantially all the assets used and useful for operating a full service commercial
television, AM or FM broadcast station pursuant to a Station License, including the rights to use such Station License. 
 “Business
Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City or, with respect to any payments to be made under this Indenture, the place of payment.

 “Capital Stock” means: 

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom appreciation programs” in
connection with employee benefits that do not require a dividend or distribution shall not constitute Capital Stock). 

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in
respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 

“CareerBuilder” means CareerBuilder, LLC, and any successor in interest thereto. 

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Company or any
Guarantor and designated as a “Cash Contribution Amount” as described in the definition of “Contribution Indebtedness.” 

  
 5 








 “Cash Equivalents” means: 

(1) U.S. dollars, Canadian dollars, Japanese yen, pounds sterling, euros or the national currency of any participating member
state of the European Union and, with respect to any Foreign Subsidiaries, other currencies held by such Foreign Subsidiary in the ordinary course of business; 

(2) securities issued or directly guaranteed or insured by the government of the United States or any country that is a member
of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition; 

(3) money market deposits, certificates of deposit, time deposits and eurodollar time deposits with maturities of two years or
less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding two years, and overnight bank deposits, in each case with any lender under the Senior Credit Agreement or any other commercial bank having
capital and surplus in excess of $250.0 million in the case of domestic banks or $100.0 million (or the U.S. dollar equivalent thereof) in the case of foreign banks; 

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above and clause
(6) below entered into with any financial institution meeting the qualifications specified in clause (3) above or securities dealers of recognized national standing; 

(5) commercial paper or variable or fixed rate notes issued by a corporation or other Person (other than an Affiliate of the
Company) rated at least “P-2” or “A-2” or the equivalent thereof by either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within two years
after the date of acquisition, and commercial paper or variable or fixed rate notes issued by or guaranteed by any lender under the Senior Credit Agreement or any bank holding company owning any such lender; 

(6) readily marketable direct obligations issued by any state, commonwealth or territory of the United States of America or any
political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not
exceeding two years from the date of acquisition; 
 (7) Indebtedness issued by Persons with a rating of “A” or
higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition, and
securities of marketable short-term money market and similar highly liquid funds having assets in excess of $250.0 million; 

(8) investment funds investing at least 95% of their assets in investments of the types described in clauses (1) through
(7) above and (9) and (10) below; 

  
 6 








 (9) Investments with average maturities of 12 months or less from the date of
acquisition in money market funds rated AAA (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency); and

 (10) in the case of investments by any Foreign Subsidiary or investments made in a country outside the United States of
America, other investments of comparable tenor and credit quality to those described in the foregoing clauses (1) through (9) customarily utilized in the countries where such Foreign Subsidiary is located or in which such investment is
made. 
 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in
clause (1) above; provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts. 

“Cash Management Services” means any of the following (a) treasury services, (b) credit card, debit
card, merchant card, purchasing card or stored value card services (including, without limitation, the processing of payments and other administrative services with respect thereto), (c) cash management services (including, without
limitation, controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository network
services) and (d) other banking products or services as may be requested by the Company or any Restricted Subsidiary (other than letters of credit and other than loans and advances except indebtedness arising from services described in
clauses (a) through (c) of this definition). 
 “Change of Control” means any of the following events: 

(1) the Company becomes aware of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) in a single
transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of Equity Interests or otherwise, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any
successor provision) of Voting Stock of the Company representing more than 50% of the total voting power of the Voting Stock of the Company, provided that so long as the Company is a Subsidiary of any Permitted Parent, no Person or group
shall be deemed to be or become a beneficial owner of Voting Stock of the Company representing more than 50% of the total voting power of the Voting Stock of the Company unless such Person or group shall be or become a beneficial owner of Voting
Stock of such Permitted Parent representing more than 50% of the total voting power of the Voting Stock of such Permitted Parent; or 

(2) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the
Company and its Subsidiaries, taken as a whole, to a Person and any Person or group (as defined in clause (1) above) is or becomes the 

  
 7 








 
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of Voting Stock of the transferee Person in such sale, lease or transfer of assets
representing more than 50% of the total voting power of the Voting Stock of such transferee Person, provided that so long as such transferee Person is a Subsidiary of a parent Person, no Person or group shall be deemed to be or become a
beneficial owner of Voting Stock of the transferee Person in such sale, lease or transfer of assets representing more than 50% of the total voting power of the Voting Stock of such transferee Person unless such Person or group shall be or become a
beneficial owner of Voting Stock of such parent Person representing more than 50% of the total voting power of the Voting Stock of such parent Person. 

“Change of Control Triggering Event” means, with respect to any series of Notes, the occurrence of (1) a Change
of Control that is accompanied or followed by a decrease of one or more gradations (including gradations within rating categories as well as between rating categories and excluding, for the avoidance of doubt, changes in ratings outlook) in the
rating of such series of Notes within the Ratings Decline Period for such Change of Control by either of the Rating Agencies and (2) the rating of such series of Notes on any day during such Ratings Decline Period is below the lower of
the rating of such series of Notes by such Rating Agency in effect (a) immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement) and
(b) on the issue date of such series of Notes; provided that a Change of Control Triggering Event will not be deemed to have occurred in respect of a particular Change of Control if each Rating Agency making the reduction in
rating does not publicly announce or confirm or inform the Trustee at our request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control.
For the avoidance of doubt, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated. 

“Clearstream” means Clearstream Banking Société Anonyme. 

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

“Communications Laws” means the Communications Act of 1934, as amended, and the requests, rules, regulations, policies,
guidelines or directives thereunder or issued in connection therewith and any other laws, rules, regulations, policies, guidelines or directives administered, enacted or issued by the FCC, as applicable, regulating the business of the Company and
its Subsidiaries. 
 “Company” means Tribune Media Company, and any successor in interest thereto. 

“Company Order” means a written request or order signed in the name of the Company by any Officer of the Company. 

“Consolidated EBITDA” means for any period: 

(a) Consolidated Net Income for such period; plus 

  
 8 








 (b) without duplication, the sum of the following items (to the extent deducted
in the computation of Consolidated Net Income for such period or, in the case of amounts pursuant to clauses (vi), (xv), (xviii), (xix), (xx) or (xxi) below, to the extent not included in Consolidated Net Income): 

(i) depreciation expense, 

(ii) amortization (including amortization of intangible assets and properties), 

(iii) Consolidated Interest Expense and, to the extent not reflected in such Consolidated Interest Expense, any losses on Swap
Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of (A) interest income (other than income attributable to leases) and (B) gains on such Swap Obligations or
derivative instruments, and bank and letter of credit fees and costs of surety bonds in connection with financing activities, 

(iv) provision for all taxes (whether paid, estimated or accrued) based on income, profits or capital (including penalties and
interest, if any), 
 (v) any extraordinary losses, 

(vi) any cash dividends or distributions actually received from any Person accounted for by the Company or any of its
Subsidiaries on the equity or cost method (it being understood that distributions received by the Company or any of its Subsidiaries from Television Food Network in respect of any quarterly period shall be deemed received during the immediately
subsequent quarterly period (even if actually received after the last day of such subsequent quarterly period)), 
 (vii)
Non-Cash Charges, 
 (viii) pension expense for single-employer qualified defined benefit pension plans sponsored by the
Company determined in accordance with GAAP, 
 (ix) [Reserved], 

(x) unusual or non-recurring charges (including any unusual or non-recurring operating expenses directly attributable to the
implementation of cost savings initiatives), severance costs, relocation costs, integration and facilities’ opening costs, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities,
costs associated with tax projects/audits and costs consisting of professional, consulting or other fees relating to any of the foregoing, 

(xi) any fees and costs associated with the Bankruptcy Proceedings Incurred by the Company and its Restricted Subsidiaries,


  
 9 








 (xii) actual net losses resulting from discontinued operations (but if such
operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of), 

(xiii) any fees, expenses or charges (other than depreciation or amortization expense as described in the preceding clauses
(i) and (ii)) related to any completed or proposed issuance of Equity Interests, investment, acquisition, disposition or recapitalization permitted hereunder or the Incurrence, modification or repayment of Indebtedness permitted to be Incurred
by this Indenture (including a Refinancing thereof) (in each case, including any such transaction consummated prior to the Issue Date and whether or not any such transactions is successful), including such fees, expenses or charges related to the
Notes and any amendment or other modification of the Notes or other Indebtedness, 
 (xiv) business optimization expenses,
special items, acquisition and disposition-related expenses and other restructuring charges, accruals or reserves (which, for the avoidance of doubt, shall include the effect of inventory optimization programs, plant closure, facility
consolidations, retention, severance, systems establishment costs and excess pension charges); provided that with respect to each business optimization expense or other restructuring charge or reserve, an Officer’s Certificate shall have
been delivered to the Trustee specifying and quantifying such expense, charge or reserve, 
 (xv) the amount of “run
rate” cost savings, operating expense reductions, special items and other operating improvements and synergies reasonably projected by the Company in good faith to be realized in connection with the Local TV Transactions, the Publishing Spin or
the implementation of an operational initiative (including the termination, abandonment or discontinuance of operations and product lines or in connection with an acquisition or disposition) after the Issue Date (calculated on a Pro Forma Basis as
though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions;
provided that (A) a duly completed Officer’s Certificate shall be delivered to the Trustee, certifying that (x) such cost savings, operating expense reductions, other operating improvements and synergies are
reasonably identifiable and factually supportable in the reasonable good faith judgment of the Company, and (y) such actions are to be taken within (I) in the case of any such cost savings, operating expense reductions, other
operating improvements and synergies in connection with the Local TV Transactions, 24 months after December 27, 2013, (II) in the case of any such cost savings, operating expense reductions, other operating improvements and
synergies in connection with the Publishing Spin, 24 months after August 4, 2014 and (III) in all other cases, 24 months after the implementation of the operational initiative, which is expected to result in such cost savings,
operating expense reductions, other operating improvements or 

  
 10 








 
synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xv) to the extent duplicative of any expenses or charges
otherwise added back to Consolidated EBITDA, whether through a Pro Forma Adjustment or otherwise, for such period and (C) the aggregate amount of “run rate” cost savings, operating expense reductions, special items and other
operating improvements and synergies included in Consolidated EBITDA pursuant to this clause (xv) during any period shall not exceed 20% of Consolidated EBITDA for such period, calculated after giving effect to any adjustment pursuant to this
clause (xv), 
 (xvi) any non-cash loss attributable to the mark-to-market movement in the valuation of Swap Obligations (to
the extent the cash impact resulting from such loss has not been realized) or other derivative instruments pursuant to Accounting Standards Codification 815, 

(xvii) any loss for such period attributable to the early extinguishment of Indebtedness, Swap Contracts or other derivative
instruments, 
 (xviii) any gain relating to Swap Obligations associated with transactions realized in the current period
that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA in such period pursuant to clause (c)(vi) below, 

(xix) cash receipts in such period (or any netting arrangements resulting in reduced cash expenses) not included in
Consolidated EBITDA in any prior period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (c) below for any previous period and not added back, 

(xx) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with
any Investment, acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture, to the extent actually reimbursed, or, so long as the Company has received notification from the applicable carrier that it
intends to indemnify or reimburse such expenses, charges or losses and that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the
applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), such expenses,
charges or losses, 
 (xxi) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a
determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and
(B) in fact reimbursed within 365 days of the date of such 

  
 11 








 
evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty event or business
interruption, and 
 (xxii) all fees, costs and expenses Incurred in connection with the Local TV Transaction, the Publishing
Spin and the Transactions, 
 less 

(c) without duplication, the sum of the following items (to the extent included in the computation of Consolidated Net Income
for such period): 
 (i) any extraordinary, unusual or non-recurring gains, 

(ii) whether or not recurring, non-cash credits and gains resulting from non-operating items (excluding any such non-cash
amount in respect of which cash or other assets were received in a prior period or will be received in a future period or which represents the reversal of an accrual or cash reserve for anticipated cash charges in any prior period); 

(iii) the income (or deficit) of any Person accounted for by the Company or any of its Subsidiaries on the equity or cost
method, 
 (iv) cash contributions, required to be contributed to the pension per applicable legislation, including, but not
limited to the Pension Protection Act of 2006, the Pension Relief Act of 2010, and the Moving Ahead for Progress in the 21st Century Act of 2012, to single-employer qualified defined benefit pension plans sponsored by the Company, 

(v) actual net gains resulting from discontinued operations (but if such operations are classified as discontinued due to the
fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of), 

(vi) any non-cash gain attributable to the mark-to-market movement in the valuation of Swap Obligations (to the extent the cash
impact resulting from such gain has not been realized) or other derivative instruments pursuant to Accounting Standards Codification 815, 

(vii) any income for such period attributable to the early extinguishment of Indebtedness, Swap Contracts or other derivative
instruments, and 
 (viii) any loss relating to Swap Obligations associated with transactions realized in the current period
that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clause (b)(xvi) above, 

  
 12 








 in each case, as determined on a consolidated basis for the Company and its Restricted Subsidiaries;
provided that, 
 (i) to the extent included in Consolidated Net Income, there shall be excluded in determining
Consolidated EBITDA, without duplication, any net unrealized gains and losses relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of FASB ASC 830, 

(ii) except for purposes of determining the amount available for Restricted Payments under Section 3.4(a)(C)(1), there
shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Company, any Restricted Subsidiary of the Company or any Related
License Corporation during such period (other than any Unrestricted Subsidiary or an acquisition by a Related License Corporation from the Company or a Restricted Subsidiary) to the extent not subsequently sold, transferred or otherwise disposed of
(but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Issue
Date, and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted
Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis and
(B) an adjustment equal to the amount of the Pro Forma Adjustment for such period (including the portion thereof occurring prior to such acquisition or conversion), and 

(iii) except for purposes of determining the amount available for Restricted Payments under Section 3.4(a)(C)(1), there
shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of (other than to a Related License
Corporation), closed or classified as discontinued operations (but if operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are
actually disposed of) by the Company, any Restricted Subsidiary of the Company or any Related License Corporation during such period (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified,
a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary of the Company that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”),
in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion)
determined on a historical Pro Forma Basis. 

  
 13 








 “Consolidated Interest Expense” means for any period, the amount of interest
expense, both expensed and capitalized (including the interest component attributable to Capitalized Lease Obligations), of the Company and its Restricted Subsidiaries for such period on the aggregate principal amount of their Indebtedness
determined on a consolidated basis in accordance with GAAP, after giving effect to any payments, if any, made (less any payments, if any, received) pursuant to obligations under Swap Contracts with respect to such Indebtedness but excluding non-cash
deferred financing costs (other than for purposes of the definition of the term “Consolidated EBITDA”). 
 “Consolidated
Net Income” means for any period, the consolidated net income (or loss) of the Company and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded
(to the extent otherwise included therein), without duplication, (a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its
Restricted Subsidiaries, (b) solely for purposes of determining the amount available for Restricted Payments under Section 3.4(a)(C)(1), the undistributed earnings of any Restricted Subsidiary (other than a Guarantor) to the extent
that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any contractual obligation (other than (x) restrictions that have been waived or otherwise
released and (y) restrictions under the Notes or this Indenture) or applicable law with respect to such Restricted Subsidiary, (c) the cumulative effect of a change in accounting principles during such period to the extent
included in Consolidated Net Income, (d) accruals and reserves that are established or adjusted as a result of the Local TV Transactions in accordance with GAAP or changes as a result of the adoption or modification of accounting
policies during such period and (e) solely for purposes of determining the amount available for Restricted Payments under Section 3.4(a)(C)(1), the income of any Related License Corporation except to the extent of payments actually
received by the Company or its Restricted Subsidiaries from such Related License Corporation in respect of such period. It being understood that (x) except to the extent otherwise provided in the preceding sentence of this definition of
“Consolidated Net Income,” the consolidated net income (loss) of the Company and its Restricted Subsidiaries shall include each variable interest entity (including, without limitation, any Related License Corporation to the extent
applicable) that the Company would otherwise be required to consolidate under GAAP and (y) financial information and data (including calculations) for periods ending on or prior to December 30, 2012 will not be required to give
effect to “fresh-start reporting” under Financial Accounting Standards Board Accounting Standards Codification Topic 852 (or other similar or related accounting principles within GAAP). 

“Consolidated Senior Secured Net Debt” means, as of any date of determination, (a) an amount equal to the sum of,
without duplication, Consolidated Total Net Debt (without regard to clause (b) of the definition thereof) and any Ratio Tested Committed Amount initially established on such date as of such date that, in each case, is either
(x) secured by a Lien (other than Liens consisting of property or assets held in defeasance or deposited in trust for redemption, repayment, retirement, satisfaction, discharge or defeasance or similar arrangement for the benefit of the
indebtedness secured thereby) as of such date or (y) solely for purposes of calculating the amount of Indebtedness that can be Incurred pursuant to Section 3.3(b)(i)(II) as of such date, Incurred pursuant to
Section 3.3(b)(i)(II), minus (b) the aggregate amount of Unrestricted Cash as of such date. 

  
 14 








 “Consolidated Senior Secured Net Debt Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Senior Secured Net Debt as of the date of determination to (b) (i) Consolidated EBITDA for the most recently ended eight full fiscal quarters of the Company for which
internal financial statements are available immediately preceding such date, divided by (ii) two; provided that, for purposes of the foregoing calculation, (A) in the event that the Company shall classify Indebtedness
that is secured by Liens on property or assets of the Company and its Restricted Subsidiaries Incurred on the date of determination as Incurred in part pursuant to Section 3.3(b)(i)(II) and in part pursuant to one or more other clauses (or
subclauses) of Section 3.3(b) and/or pursuant to Section 3.3(a) (other than any such Indebtedness Incurred pursuant to Section 3.3(b)(iv)(x) or secured in part pursuant to clause (24) of the definition of “Permitted
Liens”) (as provided in clauses (w) and (x) of Section 3.3(c)), Consolidated Senior Secured Net Debt shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, satisfaction and
discharge, defeasance or other acquisition, retirement or discharge (collectively, the “Discharge”) of Consolidated Secured Net Debt from the proceeds thereof) to the extent Incurred pursuant to any such other clause (or subclause)
of Section 3.3(b) and/or pursuant to Section 3.3(a) (other than any such Indebtedness Incurred pursuant to Section 3.3(b)(iv)(x) or secured in part pursuant to clause (24) of the definition of “Permitted Liens”),
(B) in the event that the Company shall classify Indebtedness that is secured by Liens on property or assets of the Company and its Restricted Subsidiaries Incurred on the date of determination as Incurred in part pursuant to
Section 3.3(b)(iv)(x) and in part pursuant to one or more other clauses (or subclauses) of Section 3.3(b) and/or pursuant to Section 3.3(a) (other than any such Indebtedness Incurred pursuant to Section 3.3(b)(i)(II) or secured
in part pursuant to clause (24) of the definition of “Permitted Liens”) (as provided in clauses (w) and (x) of Section 3.3(c)), any calculation of Consolidated Senior Secured Net Debt for purposes of this definition
shall not include any such Indebtedness (and shall not give effect to any Discharge of Consolidated Secured Net Debt from the proceeds thereof) to the extent secured pursuant to any such other clause (or subclause) of Section 3.3(b) and/or
pursuant to Section 3.3(a) (other than any such Indebtedness Incurred pursuant to Section 3.3(b)(i)(II) or secured in part pursuant to clause (24) of the definition of “Permitted Liens”) and (c) in the event that
the Company shall classify Indebtedness that is secured by Liens on property or assets of the Company and its Restricted Subsidiaries Incurred on the date of determination as secured in part pursuant to clause (24) of the definition of
“Permitted Liens” and in part pursuant to one or more other clauses of the definition of “Permitted Liens” (other than clause (6) in respect of Indebtedness Incurred pursuant to Section 3.3(b)(i)(II) or (b)(iv)(x)) (as
provided in clause (w) of the final paragraph of such definition), any calculation of Consolidated Secured Debt for purposes of this definition shall not include any such Indebtedness (and shall not give effect to any Discharge of Consolidated
Secured Net Debt from the proceeds thereof) to the extent secured pursuant to any other clause of such definition (other than clause (6) in respect of Indebtedness Incurred pursuant to Section 3.3(b)(i)(II) or (b)(iv)(x)). 

“Consolidated Total Assets” means, as of any date of determination, the total assets, in each case reflected on the
consolidated balance sheet of the Company as at the end of the most recently ended fiscal quarter of the Company for which a balance sheet is available, determined on a consolidated basis in accordance with GAAP (and, in the case of any
determination relating to any Incurrence of Indebtedness or Liens or any Investment, on a Pro Forma Basis including any property or assets being acquired in connection therewith). 

  
 15 








 “Consolidated Total Net Debt” means, as of any date of determination,
(a) the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of
indebtedness resulting from the application of purchase accounting in connection with any acquisition or similar Investment), consisting of Indebtedness for borrowed money, obligations in respect of all drawn and unreimbursed letters of credit,
Capitalized Lease Obligations, purchase money Indebtedness, Related License Guarantees and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of Unrestricted Cash as of such date. 

“Consolidated Total Net Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total
Net Debt as of the date of determination to (b) (i) Consolidated EBITDA for the most recently ended eight full fiscal quarters of the Company for which internal financial statements are available immediately preceding such
date, divided by (ii) two; provided that, for purposes of the foregoing calculation, in the event that the Company shall classify Indebtedness Incurred on the date of determination as Incurred in part pursuant to
Section 3.3(a) and in part pursuant to one or more clauses of Section 3.3(b) (other than Section 3.3(b)(xv)(2)) (as provided in clauses (w) and (x) of Section 3.3(c)), Consolidated Total Net Debt shall not include any
such Indebtedness Incurred pursuant to one or more such clauses of Section 3.3(b) (other than Section 3.3(b)(xv)(2)), and shall not give effect to any Discharge of any Indebtedness from the proceeds of any such Indebtedness being
disregarded for purposes of the calculation of the Consolidated Total Net Debt Ratio that otherwise would be included in Consolidated Total Net Debt. 

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends
or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent: 
 (1) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, 
 (2) to advance or supply funds: 

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

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor; or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Contribution Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount
not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Company or any 

  
 16 








 
Restricted Subsidiary (other than, in the case of such Restricted Subsidiary, contributions by the Company or any other Restricted Subsidiary to its capital) after the Issue Date and designated
as a Cash Contribution Amount hereunder, provided that such Contribution Indebtedness (a) is Incurred within 210 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness
pursuant to an Officer’s Certificate on the Incurrence date thereof. 
 “Corporate Trust Office” shall be at the
address of the Trustee specified in Section 12.1 or such other address as to which the Trustee may give notice to the Company or Holders pursuant to the procedures set forth in Section 12.1. 

“Credit Agreement” means (i) the Senior Credit Agreement and (ii) whether or not the Senior Credit
Agreement remains outstanding, if designated by the Company to be included in the definition of “Credit Agreement,” one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit
loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt
securities, notes, mortgages, guarantees, collateral documents, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or
agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased (provided that
such increase in borrowings is permitted under Section 3.3), replaced or refunded in whole or in part from time to time and whether by the same or any other agent, lender or investor or group of lenders or investors. 

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 

“Depositary” or “DTC” means The Depository Trust Company, its nominees and their respective successors and
assigns, or such other depository institution hereinafter appointed by the Company. 
 “Designated Non-cash Consideration”
means 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 Non-cash Consideration pursuant to an Officer’s Certificate, less the amount of cash
or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 

“Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent of the Company, as
applicable (other than Excluded Equity), that is issued after the Issue Date for cash and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are
contributed to the capital of the Company (if issued by any direct or indirect parent of the Company) and excluded from the calculation set forth in Section 3.4(a)(C). 

  
 17 








 “Disinterested Directors” means, with respect to any Affiliate Transaction, one
or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a direct or indirect parent of the Company, having no material direct or indirect financial interest in or with respect to such Affiliate
Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any direct or indirect parent of the Company or any options, warrants
or other rights in respect of such Capital Stock. 
 “Disposed EBITDA” means, with respect to any Sold Entity or Business
or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Company and its Restricted Subsidiaries
in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries or to Converted Unrestricted Subsidiary and its
Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business. 
 “Disqualified Stock” means,
with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), in each case, at the option of the holder thereof or upon
the happening of any event: 
 (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the
asset sale and change of control provisions applicable to the Notes and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the Notes (including the
purchase of any Notes tendered pursuant thereto)), 
 (2) is convertible or exchangeable for Indebtedness or Disqualified
Stock, or 
 (3) is redeemable at the option of the holder thereof, in whole or in part, 

in each case prior to the date that is 91 days after the earlier of the maturity date of the Initial Notes and the date the Initial Notes are no longer
outstanding; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed
to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees, officers, directors, managers, consultants or independent contractors of the
Company or its Subsidiaries or a direct or indirect parent of the Company or any Related License Corporation or by any such plan to such employees, officers, directors, managers, consultants or independent contractors such Capital Stock shall not
constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries or a direct or indirect parent of the Company or any Related License Corporation in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee’s, officer’s, director’s, manager’s, consultant’s or independent contractor’s 

  
 18 








 
termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by
delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock. 
 “Domestic
Subsidiary” means any Subsidiary of the Company that is not (a) a Foreign Subsidiary or (b) a FSHCO. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
Capital Stock that arises only by reason of the happening of a contingency or any debt security that is convertible into, or exchangeable for, Capital Stock). 

“Equity Offering” means any public or private sale after the Issue Date of capital stock or Preferred Stock of the Company or
any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), other than: 
 (1) public
offerings with respect to the Company’s or such direct or indirect parent’s common stock registered on Form S-4 or Form S-8; 

(2) issuances to any Subsidiary of the Company; and 

(3) any such public or private sale that constitutes an Excluded Contribution or Refunding Capital Stock. 

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

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Exchange Notes” means Notes containing terms substantially identical to the Initial Notes or any Initial
Additional Notes of a particular series (and any Notes issued in respect of any of such Notes pursuant to Section 2.7, 2.8, 2.9, 2.15(d), 2.15(e) or 5.7) (except that (i) such Exchange Notes may omit terms with respect to transfer
restrictions and may be registered under the Securities Act, and (ii) certain provisions relating to an increase in the stated rate of interest thereon may be eliminated), that are issued and exchanged for (a) the Initial
Notes, as provided for in the Registration Rights Agreement (including any amendment or supplement hereto), or (b) such Initial Additional Notes, as may be provided in any registration rights agreement relating to such Additional Notes
and this Indenture (including any amendment or supplement hereto). 
 “Excluded Contributions” means the Net Cash Proceeds
and Cash Equivalents, or the Fair Market Value of other assets, received by the Company after the Issue Date from: 
 (1)
contributions to its common equity capital, and 
 (2) the sale of Capital Stock (other than Excluded Equity) of the Company,

 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by an Officer of the Company, the proceeds of which
are excluded from the calculation set forth in Section 3.4(a)(C). 

  
 19 








 “Excluded Disposition Assets” means (i) the Equity Interest of and
related contractual and other rights in and to CareerBuilder and its assets, including its Subsidiaries, (ii) real property, (iii) any Real Estate Holdco (other than to the extent of any cash or Cash Equivalents held by such
Person), (iv) if after giving Pro Forma Effect to the disposition thereof and the use of proceeds in connection therewith, without netting any cash proceeds of such disposition not actually used to prepay, repay, repurchase or redeem any
Indebtedness, the Consolidated Total Net Debt Ratio is less than or equal to 5.00 to 1.00, Television Food Network and (v) any property or assets (other than cash) received by the Company or any of its Restricted Subsidiaries in respect
of a substantially concurrent sale and purchase or exchange of any of the assets identified in clauses (i) through (iv) of this definition of “Excluded Disposition Assets” pursuant to clauses (w) or (x) of the
definition of Asset Sale. 
 “Excluded Disposition Credit” means, as of any date of determination, an amount equal to,
(A) the cumulative Net Cash Proceeds of dispositions pursuant to clauses (w) or (x) of the definition of Asset Sale through and including such date, minus (B) the amount of Restricted Payments (including
loans and advances) outstanding pursuant to Section 3.4(b)(xxii) as of the date of determination and prior to any utilization pursuant to such clause on such date. 

“Excluded Disposition Subsidiary” means any Person that has no material assets other than Excluded Disposition Assets. 

“Excluded Equity” means (i) Disqualified Stock, (ii) any Equity Interests issued or sold to a
Restricted Subsidiary of the Company or any employee stock ownership plan or trust established by the Company or any of its Subsidiaries or a direct or indirect parent of the Company or a Related License Corporation (to the extent such employee
stock ownership plan or trust has been funded by the Company or any Restricted Subsidiary or a direct or indirect parent of the Company or a Related License Corporation), and (iii) any Equity Interest that has already been used or
designated (x) as (or the proceeds of which have been used or designated as) a Cash Contribution Amount, Designated Preferred Stock, Excluded Contribution or Refunding Capital Stock, or (y) to increase the amount available
under Section 3.4(b)(iv)(a) or clause (14) of the definition of “Permitted Investments” or is proceeds of Indebtedness referred to in Section 3.4(b)(xiii)(b). 

“Existing Joint Venture Interests” means the capital stock of and related contractual and other rights in and to any joint
venture (other than (i) Tribune CNLBC, LLC (and any successor in interest thereto), Tribune Sports Network Holdings, LLC (and any successor in interest thereto), Tribune DQ, LLC (and any successor in interest thereto), Tribune DB, LLC (and any
successor in interest thereto) and Tribune WFPT, LLC (and any successor in interest thereto), in each case for so long as such entity directly or indirectly owns capital stock in the Chicago Cubs Major League Baseball franchise (or, in the case of
Tribune DB, LLC, is a Subsidiary of any such entity), and (ii) Tribune ND, LLC (and any successor in interest thereto) and NBBF, LLC (and any successor in interest thereto), so long as either of them directly owns capital stock in Newsday
Holdings, LLC and solely to the extent that, for each of the entities specified in clauses (i) and (ii), such entity acquires no other material property or other assets after the date hereof) owned by the Company and its Restricted Subsidiaries
as of the Issue Date. 

  
 20 








 “Fair Market Value” means, with respect to any asset or property on any date of
determination, the value of the consideration obtainable in a sale of such asset or property in an arm’s-length transaction between a willing seller and a willing buyer (as determined in good faith by the senior management or the Board of
Directors of the Company or any direct or indirect parent of the Company, whose determination will be conclusive for all purposes under this Indenture and the Notes). 

“FASB ASC” means the Accounting Standard Codifications as promulgated by the Financial Accounting Standards Board, including
any renumbering of such standards or any successor or replacement section or sections promulgated by the Financial Accounting Standards Board. 

“FCC” means the Federal Communications Commission or any governmental authority substituted therefor. 

“Final Order” shall mean that action shall have been taken by the FCC (including action duly taken by the FCC’s staff,
pursuant to delegated authority) which shall not have been reversed, stayed, enjoined, set aside, annulled or suspended; with respect to which no timely request for stay, petition for rehearing or reconsideration, appeal or certiorari or sua
sponte action of the FCC with comparable effect shall be pending; and as to which the time for filing any such request, petition, appeal, certiorari or for the taking of any such sua sponte action by the FCC shall have expired or
otherwise terminated. 
 “Fixed GAAP Date” means December 27, 2013, provided that at any time after the Issue
Date, the Company may by written notice to the Trustee elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and after the date
specified in such notice. 
 “Fixed GAAP Terms” means (a) the definitions of the terms “Acquired
EBITDA,” “Capitalized Lease Obligation,” “Consolidated EBITDA,” “Consolidated Interest Expense,” “Consolidated Net Income,” “Consolidated Senior Secured Net Debt,” “Consolidated Senior
Secured Net Debt Ratio,” “Consolidated Total Assets,” “Consolidated Total Net Debt,” “Consolidated Total Net Debt Ratio,” “Indebtedness,” and “Disposed EBITDA,” (b) all defined terms
in this Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Indenture or the Notes that,
at the Company’s election, may be specified by the Company by written notice to the Trustee from time to time; provided that the Company may elect to remove any term from constituting a Fixed GAAP Term. 

“Foreign Subsidiary” means any Subsidiary of the Company which is (a) (i) not organized under the
laws of the United States or any state thereof or the District of Columbia or (ii) a FSHCO or (b) any subsidiary of a Person described in clause (a) of this definition. 

“FSHCO” means any Subsidiary (i) that is organized under the laws of the United States, any state thereof or the
District of Columbia and (ii) substantially all of the assets of which constitute the equity and/or indebtedness of Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or
Subsidiaries thereof) and other assets (including cash and Cash Equivalents) incidental thereto. 

  
 21 








 “GAAP” means generally accepted accounting principles in the United States of
America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Indenture), including those 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 approved by a significant segment of the
accounting profession (but excluding the policies, rules and regulations of the SEC applicable only to public companies); provided that the Company may at any time elect by written notice to the Trustee to so use IFRS in lieu of GAAP for
financial reporting purposes and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in
such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Indenture) and (b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and
computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP. 
 “guarantee” means, as
to any Person, 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, letters of credit and reimbursement agreements in
respect thereof), of all or any part of any Indebtedness or other obligations. 
 “Guarantee” means any guarantee of the
Obligations of the Company under this Indenture and the Notes by any Restricted Subsidiary of the Company in accordance with the provisions of this Indenture. 

“Guarantor Supplemental Indenture” means a Supplemental Indenture, to be entered into substantially in the form attached
hereto as Exhibit E. 
 “Guarantors” means, collectively, each Subsidiary Guarantor; provided that upon the release
or discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall immediately cease to be a Guarantor. 

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Note Registrar’s
books. 
 “IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards
Board. 
 “Incur” means, with respect to any Indebtedness, Capital Stock or Lien, to issue, assume, enter into any
guarantee of, incur or otherwise become liable, for such Indebtedness, Capital Stock or Lien, as applicable; and the terms “Incurs,” “Incurred,” and “Incurrence” shall have a correlative meaning;
provided that any Indebtedness, Capital Stock or Lien of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person
at the time it becomes a Subsidiary. 

  
 22 








 “Indebtedness” means, with respect to any Person, without duplication: 

(1) the principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money,
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and
unpaid purchase price of any property, except (i) any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor, in each case Incurred in the ordinary course of business and
(ii) any earn-out obligation until and unless the payment of which has been determined by such Person in good faith to be probable (in the amount so determined), (d) in respect of Capitalized Lease Obligations, or
(e) representing any Swap Contracts, in each case, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Swap Contracts) would appear as a liability on a balance sheet (excluding the footnotes
thereto) of such Person prepared in accordance with GAAP; 
 (2) to the extent not otherwise included, any guarantee by such
Person of the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and 

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person
(whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination, and
(b) the amount of such Indebtedness of such other Person. 
 The term “Indebtedness” shall not include any
lease, concession or license of property (or guarantee thereof) which would be considered an operating lease under GAAP as in effect on the Issue Date, any prepayments or deposits received from clients or customers in the ordinary course of business
or consistent with past practices, or obligations under any license, permit or other approval (or guarantees given in respect of such obligations) Incurred prior to the Issue Date or in the ordinary course of business or consistent with past
practices. 
 Notwithstanding the above provisions, in no event shall the following constitute Indebtedness: 

(i) Contingent Obligations Incurred in the ordinary course of business or consistent with past practices; 

(ii) obligations under or in respect of Receivables Financings; 

(iii) prepaid or deferred revenue arising in the ordinary course of business; 

(iv) in connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment
adjustments to which the seller 

  
 23 








 
may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided,
however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner; 

(v) any obligations in respect of workers’ compensation claims, early retirement or termination obligations, deferred
compensatory or employee or director equity plans pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage taxes; or 

(vi) Capital Stock (other than Disqualified Stock and Preferred Stock). 

“Indenture” has the meaning set forth in the preamble hereto. 

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of
nationally recognized standing that is, in the good faith determination of the Company, qualified to perform the task for which it has been engaged. 

“Initial Additional Notes” means Additional Notes issued in an offering not registered under the Securities Act (and any
Notes issued in respect of any of the foregoing Notes pursuant to Section 2.7, 2.8, 2.9, 2.15(d), 2.15(e) or 5.7). 
 “Initial
Notes” means the 5.875% Senior Notes due July 15, 2022 of the Company issued on the Issue Date pursuant to the first Notes Supplemental Indenture (and any Notes issued in respect thereof pursuant to Section 2.7, 2.8, 2.9, 2.15(d),
2.15(e) or 5.7). 
 “Interest Payment Date” means, when used with respect to any Note and any installment of interest
thereon, the date specified in such Note as the fixed date on which such installment of interest is due and payable, as set forth in such Note. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the
equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade Securities” means: 

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality
thereof (other than Cash Equivalents), 
 (2) securities that have an Investment Grade Rating, but excluding any debt
securities or instruments constituting loans or advances among the Company and its Subsidiaries, 
 (3) investments in any
fund that invests at least 95.0% of its assets in investments of the type described in clauses (1) and (2) above and clause (4) below which fund may also hold immaterial amounts of cash pending investment and/or distribution, and 


  
 24 








 (4) corresponding instruments in countries other than the United States
customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition. 

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in
the form of (a) loans (including guarantees of Indebtedness), (b) advances or capital contributions (excluding accounts receivable, trade credit and advances or other payments made to customers, dealers, suppliers and
distributors and payroll, commission, travel and similar advances to officers, directors, managers, employees, consultants and independent contractors made in the ordinary course of business), and (c) purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities issued by any other Person. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted
Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any
such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained. In no event shall a guarantee of an operating lease of the Company or any Restricted
Subsidiary be deemed an Investment. For purposes of the definition of “Unrestricted Subsidiary” and Section 3.4: 

(1) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary)
of the Fair Market Value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to: 

(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less 

(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net
assets of such Subsidiary at the time of such redesignation; and 
 (2) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its Fair Market Value at the time of such transfer. 
 The amount of any Investment outstanding at any time
(including for purposes of calculating the amount of any Investment outstanding at any time under Section 3.4, and otherwise determining compliance with Section 3.4) shall be the original cost of such Investment (determined, in the case of
any Investment made with assets of the Company or any Restricted Subsidiary, based on the Fair Market Value of the assets invested and without taking into account subsequent increases or decreases in value), reduced by any dividend, distribution,
interest payment, return of capital, repayment or other amount received in cash by the Company or a Restricted Subsidiary in respect of such Investment, and in the case of an Investment in any Person, shall be net of any Investment by such Person in
the Company or any Restricted Subsidiary. 

  
 25 








 “Issue Date” means June 24, 2015. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference,
priority 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, or any
option or other agreement to sell); provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien. 

“Limited Condition Acquisition” means any acquisition by one or more of the Company and its Restricted Subsidiaries of any
assets, business or Person, or any other Investment permitted by this Indenture whose consummation is not conditioned on the availability of, or on obtaining, third party financing. 

“Local TV Transactions” means “Transactions” as defined in the Senior Credit Agreement as in effect on the Issue
Date. 
 “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

 “Net Cash Proceeds” means the aggregate cash proceeds (using the Fair Market Value of any Cash Equivalents) received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale
and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, and including any proceeds received as a result of unwinding any related Swap Contracts
in connection with such transaction but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the cash costs relating to such Asset Sale
and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses incurred as a result thereof,
taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and
interest on Indebtedness required (other than pursuant to Section 3.7(b)) to be paid as a result of such transaction, any costs associated with unwinding any related Swap Contracts in connection with such transaction and any deduction of
appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its
Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations
associated with such transaction. 
 “Non-Cash Charges” means, whether or not recurring, (a) any impairment
charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments pursuant to GAAP, (b) all losses from investments recorded using the equity method,


  
 26 








 
(c) all Non-Cash Compensation Expenses, (d) any one-time non-cash impact at the time of applying purchase accounting, (e) the non-cash impact of accounting
changes or restatements, including changes in underlying methodologies, and (f) other non-cash charges (provided that, in each case, if any non-cash charge represents an accrual or reserve for any potential cash items in any
future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period). 

“Non-Cash Compensation Expense” means any non-cash expenses and costs that result from the issuance of stock-based awards,
partnership interest-based awards and similar incentive-based compensation awards or arrangements. 
 “Non-Guarantor
Subsidiary” means any Restricted Subsidiary of the Company that is not a Subsidiary Guarantor. 
 “Non-U.S.
Person” means a Person who is not a U.S. Person (as defined in Regulation S). 
 “Notes” means the Initial Notes,
any Additional Notes, the Exchange Notes and any notes issued in respect thereof pursuant to Section 2.7, 2.8, 2.9, 2.15(d), 2.15(e) or 5.7. 

“Notes Custodian” means the custodian with respect to the Global Note (as appointed by the Depositary), or any successor
Person thereto and shall initially be the Trustee. 
 “Notes Supplemental Indenture” means a Supplemental Indenture
pursuant to which the Company issues Notes in accordance with Section 2.4, which may be substantially in the form attached hereto as Exhibit G, or in such other form as the Company may determine in accordance with Section 2.4. 

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in
bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, U.S. federal or foreign law), premium, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness;
provided that Obligations with respect to the Notes shall not include fees or indemnification in favor of the Trustee and other third parties other than the Holders. 

“Offering Memorandum” means the offering memorandum related to the offering of Initial Notes, dated June 17, 2015. 

“Officer” means, with respect to any Person, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary (or any person serving the equivalent function of any of the foregoing) of such Person (or of the general partner, managing member or
sole member of such Person) or any individual designated as an “Officer” for purposes of this Indenture by the Board of Directors of such Person (or the Board of Directors of the general partner, managing member or sole member of such
Person). 

  
 27 








 “Officer’s Certificate” means a certificate signed on behalf of the Company
or any direct or indirect parent of the Company by an Officer of the Company or such parent entity that meets the requirements set forth in this Indenture. 

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may
be an employee of or counsel to the Company. 
 “Outstanding” or “outstanding,” when used with respect to
Notes means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: 

(i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 

(ii) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent in trust for the Holders of such Notes, provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has
been made; and 
 (iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant
to this Indenture. 
 A Note does not cease to be Outstanding because the Company or any Affiliate of the Company holds the Note,
provided that in determining whether the Holders of the requisite amount of Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder (other than in respect of any such action pursuant to
Section 9.2(b), which requires the consent of each Holder of an affected Note), Notes owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee the pledgee’s right to act with respect to such Notes and that the pledgee is not the Company or an Affiliate of
the Company. 
 “Pari Passu Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary other than
Subordinated Indebtedness. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Notes on behalf of the Company. The Trustee will initially act as Paying Agent for the Notes. 

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a
combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with
Section 3.7. 

  
 28 








 “Permitted Disposition Transaction Indebtedness” means an unsecured guarantee of
the Company and/or one or more of its Restricted Subsidiaries with respect to Indebtedness Incurred by the acquiror of any property: (whether by purchase, through receipt of an Investment or other contribution or otherwise) from the Company or any
Restricted Subsidiary in any disposition transaction permitted under this Indenture or Investment permitted under this Indenture, as applicable, which Indebtedness is Incurred in connection with or for the purpose of effecting such applicable
disposition (or, to pay a distribution to the Company and/or one or more of its Restricted Subsidiaries substantially concurrently with the Investment or contribution of such property), together with any unsecured guarantee of the Company and/or one
or more of its Restricted Subsidiaries with respect to any Refinancings of such Indebtedness or earlier Refinancings of such Indebtedness; provided that the principal amount (or if issued with original issue discount, an aggregate issue
price) of such Indebtedness does not exceed the principal amount of the Indebtedness so Refinanced except by an amount equal to Related Costs Incurred, in connection with such Refinancing and by an amount equal to any existing commitments unutilized
and letters of credit undrawn thereunder. 
 “Permitted Investments” means: 

(1) any Investment in cash and Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or
Investment Grade Securities when made; 
 (2) any Investment in the Company (including the Notes) or any Restricted
Subsidiary; 
 (3) any Investment (x) by the Company or any Restricted Subsidiary of the Company in the Company
or any other Restricted Subsidiary of the Company and (y) by the Company or any Restricted Subsidiary in any Related License Corporation made on a basis consistent with customary industry practices as determined by the Company in good
faith, made in the ordinary course of business or made pursuant to a Related License Corporation Management Agreement; 
 (4)
any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is primarily engaged in a Similar Business if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Company, 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 all or substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company (and any Investment held by such Person that was not acquired by such Person in contemplation of so becoming a Restricted Subsidiary or in contemplation of such merger, consolidation, amalgamation, transfer,
conveyance or liquidation); 
 (5) any Investment in securities or other assets received in connection with an Asset Sale
made pursuant to Section 3.7 (including Investments acquired or received in connection with any Permitted Asset Swap) or any other disposition of assets not constituting an Asset Sale; 

  
 29 








 (6) any Investment (x) existing on the Issue Date,
(y) made pursuant to binding commitments in effect on the Issue Date or (z) that replaces, refinances, refunds, renews or extends any Investment described under either of the immediately preceding clauses (x) or (y);
provided that any such Investment is in an amount that does not exceed the amount replaced, refinanced, refunded, renewed or extended, except as contemplated pursuant to the terms of such Investment in existence on the Issue Date or as
otherwise permitted under this definition or Section 3.4; 
 (7) loans and advances to, or guarantees of Indebtedness of,
employees, directors, officers, managers, consultants or independent contractors in an aggregate amount, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, not to exceed the greater of
(x) $15.0 million and (y) 0.15% of Consolidated Total Assets; 
 (8) loans and advances to
officers, directors, employees, managers, consultants and independent contractors for business related travel and entertainment expenses, moving and relocation expenses and other similar expenses, in each case in the ordinary course of business;

 (9) any Investment (x) acquired by the Company or any of its Restricted Subsidiaries (a) in
exchange for any other Investment or accounts receivable held by the 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, or (b) as a result of a foreclosure or other remedial action by the Company or any of its Restricted Subsidiaries with respect to any Investment or other transfer of title with respect to any Investment in default
and (y) received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any Restricted Subsidiary, including pursuant to any plan
of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or (b) litigation, arbitration or other disputes; 

(10) Swap Contracts and Cash Management Services permitted under Section 3.3(b)(x); 

(11) any Investment by the Company or any of its Restricted Subsidiaries in a Similar Business in an aggregate amount, taken
together with all other Investments made pursuant to this clause (11) that are at the time outstanding, not to exceed the greater of (x) $150.0 million and (y) 1.50% of Consolidated Total Assets; provided,
however, that if any Investment pursuant to this clause (11) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the
Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (2) above and shall cease to have been made pursuant to this clause (11); 

  
 30 








 (12) additional Investments by the Company or any of its Restricted Subsidiaries
in an aggregate amount, taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding, not to exceed the greater of (x) $325.0 million and (y) 3.05% of Consolidated
Total Assets; provided, however, that if any Investment pursuant to this clause (12) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary
after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (2) above and shall cease to have been made pursuant to this clause (12); 

(13) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of
Section 3.8(c) (except transactions described in clause (ii), (iii), (iv), (xi) or (xii) of such Section 3.8(c)); 

(14) Investments the payment for which consists of Equity Interests (other than Excluded Equity) of the Company or Equity
Interests of any direct or indirect parent of the Company, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 3.4(a)(C); 

(15) Investments consisting of the leasing, licensing, sublicensing or contribution of intellectual property pursuant to joint
marketing arrangements with other Persons; 
 (16) Investments consisting of purchases or acquisitions of inventory,
supplies, materials and equipment or purchases, acquisitions, licenses, sublicenses, leases or subleases of intellectual property, other assets or other rights, in each case in the ordinary course of business; 

(17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection
with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; 

(18) Investments of a Restricted Subsidiary of the Company acquired after the Issue Date or of an entity merged or amalgamated
into or consolidated with a Restricted Subsidiary of the Company in a transaction that is not prohibited by Section 4.1 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger,
amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 

(19) repurchases of the Notes; 

(20) guarantees of Indebtedness permitted to be Incurred under Section 3.3 and Obligations relating to such Indebtedness,
and guarantees in the ordinary course of business; 

  
 31 








 (21) advances, loans or extensions of trade credit in the ordinary course of
business by the Company or any of the Restricted Subsidiaries; 
 (22) Investments consisting of purchases and acquisitions
of assets or services in the ordinary course of business; 
 (23) Investments in the ordinary course of business consisting
of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers; 

(24) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of
business in connection with the cash management operations of the Company and its Subsidiaries; 
 (25) accounts receivable,
security deposits and prepayments and other credits granted or made in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, including in
connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, such account debtors and others, in each case in the ordinary course of business; 

(26) Investments acquired as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured
Investments or other transfer of title with respect to any secured Investment in default; 
 (27) Investments resulting from
pledges and deposits that are Permitted Liens; 
 (28) acquisitions of obligations of one or more directors, officers or
other employees or consultants of any direct or indirect parent of the Company, the Company, or any Subsidiary of the Company or any Related License Corporation in connection with such director’s, officer’s, employee’s or
consultant’s acquisition of Equity Interests of the Company or any direct or indirect parent of the Company, so long as no cash is actually advanced by the Company or any Restricted Subsidiary to any such director, officer, employee or
consultant in connection with the acquisition of any such obligations; 
 (29) guarantees of operating leases (for the
avoidance of doubt, excluding Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case, entered into by the Company or any Restricted Subsidiary in the ordinary course of business; 

(30) Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted by
Section 3.4; 
 (31) non-cash Investments made in connection with tax planning and reorganization activities; 

(32) Investments in (x) Existing Joint Venture Interests (other than CareerBuilder and Television Food Network) and
(y) other joint ventures of the 

  
 32 








 
Company or any of its Restricted Subsidiaries in an aggregate amount, taken together with all other Investments made pursuant to this clause (32)(y) that are at the time outstanding, not to
exceed the greater of (i) $325.0 million and (ii) 3.05% of Consolidated Total Assets; provided, however, that if any Investment pursuant to this clause (32)(y) is made in any joint venture that is not
a Restricted Subsidiary at the date of the making of such Investment and such joint venture becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (2) above and shall
cease to have been made pursuant to this clause (32)(y); 
 (33) Investments of Excluded Disposition Assets and of the Equity
Interests of any Excluded Disposition Subsidiary in contemplation of or in connection with a Specified Third Party Transaction; and 

(34) other Investments of Excluded Disposition Assets and of the Equity Interest of any Excluded Disposition Subsidiary;
provided that immediately after giving Pro Forma Effect to such Investment, either (x) the Consolidated Total Net Debt Ratio shall be less than or equal to 6.75 to 1.00 or (y) the Consolidated Total Net Debt Ratio is
less than or equal to the Consolidated Total Net Debt Ratio immediately prior to giving Pro Forma Effect to such Investment. 

“Permitted Liens” means, with respect to any Person: 

(1) Liens Incurred in connection with workers’ compensation laws, unemployment insurance laws or similar legislation, or
in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or to secure public or statutory obligations of such Person or to secure surety, stay, customs or appeal bonds to
which such Person is a party, or as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business; 

(2) Liens imposed by law, such as carriers’, warehousemen’s, landlords’, materialmen’s, repairmen’s,
construction contractors’, mechanics’ or other similar Liens, in each case for sums not yet overdue by more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against
such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are
being maintained, to the extent required by GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization)); 

(3) Liens for taxes, assessments or other governmental charges or levies (i) which are not yet due or payable or
(ii) which are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained to the extent required by GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting
principles that are applicable in their respective jurisdiction of organization), or for property taxes on property such Person or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim
is to such property; 

  
 33 








 (4) Liens in favor of issuers of performance and surety bonds, bid, indemnity,
warranty, release, appeal or similar bonds or with respect to regulatory requirements or letters of credit or bankers’ acceptances issued and completion guarantees provided for, in each case, pursuant to the request of and for the account of
such Person in the ordinary course of its business; 
 (5) survey exceptions, encumbrances, ground leases, easements or
reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other
restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties
which do not in the aggregate materially adversely interfere with the ordinary conduct of the business of such Person; 
 (6)
Liens Incurred to secure Obligations in respect of Indebtedness permitted to be Incurred pursuant to Section 3.3(b)(i), Section 3.3(b)(iv) or Section 3.3(b)(xx), and, solely in respect of Refinancing Indebtedness of Obligations in
respect of Indebtedness Incurred (or unutilized commitments in respect of Indebtedness) pursuant to Section 3.3(b)(i)(II), Section 3.3(b)(iv)(x) and Section 3.3(b)(iv)(z) or any successive Refinancing of such Indebtedness,
Section 3.3(b)(xiv) and, in each case, obligations secured ratably thereunder; provided that, (x) in the case of Section 3.3(b)(iv), such Lien extends only to the assets and/or Capital Stock, the acquisition, lease,
construction, repair, replacement or improvement of which is financed thereby and any replacements, additions, accessions and improvements thereto and any income or profits thereof (collectively, the “Improvements”); and
(y) in the case of Section 3.3(b)(xx), such Lien does not extend to the property or assets (or income or profits therefrom) of any Restricted Subsidiary other than a Non-Guarantor Subsidiary; 

(7) Liens of the Company or any of its Restricted Subsidiaries existing on the Issue Date (other than Liens Incurred to secure
Indebtedness under the Senior Credit Agreement); 
 (8) Liens on assets of, or Equity Interests in, a Person at the time such
Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens are limited
to all or part of the same property or assets (plus Improvements on such property or assets) that secured (or, under the written arrangements under which the Liens arose, could secure) the obligations to which such Liens relate; provided,
further, that for purposes of this clause (8), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Company, and any property or assets of such
Person or any such Subsidiary shall be deemed acquired by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; 

  
 34 








 (9) Liens on assets at the time the Company or a Restricted Subsidiary of the
Company acquired the assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary of the Company; provided, however, that such Liens are not created or Incurred in
connection with, or in contemplation of, such acquisition; provided, further, that such Liens are limited to all or part of the same property or assets (plus Improvements on such property or assets) that secured (or, under the written
arrangements under which the Liens arose, could secure) the obligations to which such Liens relate; provided, further, that for purposes of this clause (9), if a Person other than the Company is the Successor Company with respect
thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Company, and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the Company or a Restricted Subsidiary, as the case may be, when such
Person becomes such Successor Company; 
 (10) Liens securing Indebtedness or other obligations of the Company or a
Restricted Subsidiary owing to the Company or another Restricted Subsidiary of the Company permitted to be Incurred in accordance with Section 3.3 and Liens on property of any Restricted Subsidiary that is a Foreign Subsidiary securing
Indebtedness in respect of any Foreign Subsidiary; 
 (11) Liens securing Swap Contracts Incurred in compliance with
Section 3.3; 
 (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such
Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods; 
 (13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of
real or personal property; 
 (14) Liens arising from, or from Uniform Commercial Code financing statement filings regarding,
operating leases or consignments entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; 

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

(16) (i) Liens on accounts receivable and related assets of the type specified in the definition of
“Receivables Financing” Incurred in connection with a Qualified Receivables Financing and (ii) Liens securing Indebtedness or other obligations of any Receivables Subsidiary; 

  
 35 








 (17) deposits made or other security provided in the ordinary course of business
to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations; 
 (18) Liens
on the Equity Interests of Unrestricted Subsidiaries; 
 (19) grants of intellectual property, software and other technology
licenses; 
 (20) judgment and attachment Liens not giving rise to an Event of Default pursuant to Section 6.1(vii) and
notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 

(21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered
into in the ordinary course of business; 
 (22) Liens Incurred to secure Cash Management Services and other “bank
products” (including those described in Section 3.3(b)(x)); 
 (23) Liens to secure any Refinancing (or successive
Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (7), (8), (9), (11) and (24) of this definition; provided, however, that (x) such new Lien shall be limited to all or
part of the same property or assets that secured (or, under the written arrangements under which the original Lien arose, could secure) the original Lien (plus Improvements on such property or assets), and (y) the Indebtedness secured by
such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8), (9), (11) and (24) of
this definition at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay the Related Costs in connection therewith, related to such Refinancing; 

(24) Liens securing Acquisition Indebtedness permitted to be Incurred pursuant to Section 3.3; provided that on the
date of the Incurrence of such Indebtedness after giving Pro Forma Effect to such Incurrence (including the use of proceeds thereof) and any related transactions, the Consolidated Senior Secured Net Debt Ratio would have been no greater than 4.50 to
1.00; 
 (25) other Liens securing obligations the principal amount of which does not exceed the greater of
(x) $125.0 million and (y) 1.25% of Consolidated Total Assets at the time of Incurrence of any such obligation, at any one time outstanding; 

(26) Liens on the Equity Interests or assets of a joint venture to secure Indebtedness of such joint venture Incurred pursuant
to Section 3.3(b)(xxi); 
 (27) Liens on equipment of the Company or any Restricted Subsidiary of the Company granted in
the ordinary course of business to the Company’s or such Restricted Subsidiary’s client at which such equipment is located; 

  
 36 








 (28) Liens created for the benefit of (or to secure) all of the Notes or the
Guarantees; 
 (29) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided
that such defeasance or satisfaction and discharge is not prohibited by this Indenture; 
 (30) 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 and exportation of goods in the ordinary course of business; 

(31) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any
comparable or successor provision, on items in the course of collection; (ii) attaching to pooling, commodity trading accounts or other commodity brokerage accounts Incurred in the ordinary course of business; and (iii) in
favor of banking or other financial institutions or entities, or electronic payment service providers, 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 or finance industry; 
 (32) Liens that are contractual rights of set-off (i) relating to the
establishment of depository relations with banks or other Persons not given in connection with the issuance of Indebtedness; (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit
satisfaction of overdraft or similar obligations Incurred in the ordinary course of business of the Company and its Restricted Subsidiaries; or (iii) relating to purchase orders and other agreements entered into with customers of the
Company or any of its Restricted Subsidiaries in the ordinary course of business; 
 (33) 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 or similar agreement; 

(34) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; 

(35) Liens on vehicles or equipment of the Company or any of the Restricted Subsidiaries granted in the ordinary course of
business; 
 (36) Liens arising solely by virtue of any statutory or common law provision or customary business provision
relating to banker’s liens, rights of set-off or similar rights; 
 (37) Liens solely on any cash earnest money deposits
made by the Company or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment or Investment permitted pursuant to Section 3.4; 

(38) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of
business; 

  
 37 








 (39) Liens on securities that are the subject of repurchase agreements
constituting Cash Equivalents under clause (4) of the definition thereof; 
 (40) Liens encumbering reasonable customary
initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts Incurred in the ordinary course of business and not for speculative purposes; 

(41) rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company
or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; 

(42) restrictive covenants affecting the use to which real property may be put; provided that the covenants are complied
with; 
 (43) security given to a public utility or any municipality or governmental authority when required by such utility
or authority in connection with the operations of that Person in the ordinary course of business; 
 (44) zoning by-laws and
other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements; 

(45) Liens securing the obligations of any Related License Corporation under third-party Indebtedness for borrowed money
Incurred by such Related License Corporation; and 
 (46) Liens on (x) any Excluded Disposition Assets and
(y) assets of an Excluded Disposition Subsidiary securing Indebtedness of such Excluded Disposition Subsidiary or its Subsidiaries Incurred pursuant to Section 3.3(b)(xxxii). 

For purposes of determining compliance with this definition, (u) a Lien need not be Incurred solely by reference to one category
of Permitted Liens described in this definition but may be Incurred under any combination of such categories (including in part under one such category and in part under any other such category), (v) in the event that a Lien (or any
portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition,
(w) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (24) above (giving effect to the Incurrence of such portion of such Indebtedness), the Company, in its sole
discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (24) above and the remainder of the Indebtedness as having been secured pursuant to one or more of the
other clauses of this definition, (x) the principal amount of Indebtedness secured by a Lien outstanding under any category of “Permitted Liens” shall be determined after giving effect to the application of proceeds of any such
Indebtedness to refinance any such other Indebtedness, (y) if any Liens securing Indebtedness are Incurred to Refinance Liens securing Indebtedness initially Incurred (or, Lien securing Indebtedness Incurred


  
 38 








 
to Refinance Liens securing Indebtedness initially Incurred) in reliance on a category of “Permitted Liens” measured by reference to a percentage of Consolidated Total Assets at the
time of Incurrence, and such Refinancing would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated Total Assets on the date of such Refinancing, such percentage of Consolidated Total
Assets restriction shall not be deemed to be exceeded (and such newly Incurred Liens shall be deemed permitted) to the extent the principal amount of such Indebtedness secured by such newly Incurred Liens does not exceed the principal amount of such
Indebtedness secured by such Liens being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing and (z) if any Liens securing Indebtedness are Incurred to Refinance Liens securing Indebtedness
initially Incurred (or, Liens securing Indebtedness Incurred to Refinance Liens securing Indebtedness initially Incurred) in reliance on a category of “Permitted Liens” measured by reference to a fixed dollar amount, such fixed dollar
amount shall not be deemed to be exceeded (and such newly Incurred Liens shall be deemed permitted) to the extent the principal amount of such Indebtedness secured by such newly Incurred Liens does not exceed the principal amount of such
Indebtedness secured by such Liens being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing. 

“Permitted Parent” means any Person of which the Company becomes a Subsidiary after the Issue Date that is designated by the
Company as a “Permitted Parent” and solely for so long as the Company remains a Subsidiary of such Person; provided that immediately after the Company first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of
such Person shall be held by one or more Persons that held more than 50% of the Voting Stock of the Company or a Permitted Parent of the Company immediately prior to the Company first becoming such a Subsidiary. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock
company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Place of Payment” means a city or any political subdivision thereof in which any Paying Agent appointed pursuant to Article
II is located. 
 “Predecessor Notes” of any particular Note means every previous Note evidencing all or a portion of the
same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.9 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note. 
 “Preferred Stock” means any Equity Interest with preferential
right of payment of dividends or upon liquidation, dissolution or winding up. 
 “Post-Acquisition Period” means, with
respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the 24th month immediately following the date on which such Specified Transaction is consummated. 

  
 39 








 “Pro Forma Adjustment” means, for any eight fiscal quarter period of the Company
that includes all or any part of a fiscal quarter included in any Post-Acquisition Period with respect to the Acquired EBITDA of the applicable Pro Forma Entity or the Consolidated EBITDA of the Company, the pro forma increase or decrease in such
Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Company in good faith as a result of (a) actions taken, prior to or during such Post-Acquisition Period, for the purposes of realizing reasonably
identifiable and factually supportable cost savings and synergies, or (b) any additional costs incurred prior to or during such Post-Acquisition Period in connection with the combination of the operations of such Pro Forma Entity with
the operations of the Company and the Restricted Subsidiaries; provided that so long as such actions are taken prior to or during such Post-Acquisition Period or such costs are incurred prior to or during such Post-Acquisition Period it may
be assumed, for the purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings and synergies will be realizable during the entirety of such eight fiscal
quarter period, or such additional costs will be Incurred during the entirety of such eight fiscal quarter period; provided, further, that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as
the case may be, shall be without duplication for cost savings, synergies or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such eight fiscal quarter period. 

“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, for purposes of the
calculation of any test, financial ratio, basket or covenant under this Indenture (including the Consolidated Senior Secured Net Debt Ratio, the Consolidated Total Net Debt Ratio and the calculation of Consolidated Total Assets) as of any date, that
pro forma effect will be given to each Specified Transaction that has occurred during the eight consecutive fiscal quarter period being used to calculate such test, financial ratio, basket or covenant (the “Reference Period”),
and/or subsequent to the end of the Reference Period but no later than the date of such calculation; provided that “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” in respect of any Specified
Transaction shall be calculated in good faith in a reasonable manner in accordance with the terms of this Indenture; provided, further, that the foregoing pro forma adjustments may be applied to any such test or covenant solely to the
extent that such adjustments are (i) (x) reasonably identifiable and (y) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment.” For
purposes of making any computation referred to in the preceding sentence, each Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the
Reference Period: (a) historical income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a disposition of all or
substantially all Equity Interests in any Restricted Subsidiary of the Company or any division, product line, or facility used for operations of the Company or any of its Restricted Subsidiaries or a designation of a Subsidiary as an Unrestricted
Subsidiary, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or
division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of a Subsidiary as a Restricted Subsidiary, shall be included, (b) any repayment, repurchase, retirement, redemption,
satisfaction, and discharge or defeasance of Indebtedness, Disqualified Stock or Preferred Stock, and (c) any Indebtedness Incurred or assumed by the Company or any of its Restricted Subsidiaries in connection therewith and if such
Indebtedness 

  
 40 








 
has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect
with respect to such Indebtedness as at the relevant date of determination (taking into account any hedging obligations applicable to such Indebtedness if such hedging obligation has a remaining term in excess of twelve (12) months). 

“Publishing Spin” means the “Business Separation” and “Distribution,” each as defined in that certain
Separation and Distribution Agreement, dated as of August 4, 2014, between the Company and Tribune Publishing Company, and all other transactions related to the foregoing (including payment of fees and expenses related to any of the foregoing).

 “QIB” means any “qualified institutional buyer” (as defined in Rule 144A). 

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following
conditions: 
 (1) the Board of Directors of the Company or any direct or indirect parent of the Company shall have
determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and its Restricted Subsidiaries,

 (2) all sales of accounts receivable and related assets by the Company or any Restricted Subsidiary to the Receivables
Subsidiary are made at Fair Market Value, and 
 (3) the financing terms, covenants, termination events and other provisions
thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. 
 The
grant of a security interest in any accounts receivable of the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure any Credit Agreement shall not be deemed a Qualified Receivables Financing. 

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases
to rate the Notes for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3 under the Exchange Act selected by the Company or any direct or indirect
parent of the Company as a replacement agency for Moody’s or S&P, as the case may be. 
 “Ratings Decline Period”
means, with respect to any Change of Control, the period that (1) begins on the earlier of (a) the date of the first public announcement of the occurrence of such Change of Control or of the intention by the Company or a
stockholder of the Company, as applicable, to effect such Change of Control or (b) the occurrence of such Change of Control and (2) ends on the 30th calendar day following consummation of such Change of Control;
provided, however, that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency. 

  
 41 








 “Real Estate Holdco” means any Restricted Subsidiary of the Company which has no
material assets other than interests in real property, leases in respect thereof and assets reasonably necessary for the operation and management thereof. 

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

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries), and (b) any
other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Swap Contracts entered into by the Company or any such Subsidiary in
connection with such accounts receivable. 
 “Receivables Repurchase Obligation” means any obligation of a seller of
receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any
asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 

“Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Company (or another Person formed for the purposes
of engaging in a Qualified Receivables Financing with the Company in which the Company or any Subsidiary of the Company or a direct or indirect parent of the Company makes an Investment and to which the Company or any Subsidiary of the Company or a
direct or indirect parent of the Company transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Company and its Subsidiaries or a direct or indirect
parent of the Company, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors
of the Company or a direct or indirect parent of the Company (as provided below) as a Receivables Subsidiary and: 
 (1) no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and
interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings, or
(iii) subjects any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, 


  
 42 








 (2) with which neither the Company nor any other Subsidiary of the Company has
any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are
not Affiliates of the Company, and 
 (3) to which neither the Company nor any other Subsidiary of the Company has any
obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. 

Any such designation by the Board of Directors of the Company or a direct or indirect parent of the Company shall be evidenced to the Trustee
by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company or a direct or indirect parent of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation
complied with the foregoing conditions. 
 “Redemption Price” means, with respect to any series of Notes, “Redemption
Price” as such term is defined in the Notes Supplemental Indenture establishing such series of Notes. 
 “Refinance”
means to extend, renew, refund, refinance, replace, redeem, repurchase, retire, defease or discharge, and “Refinancing” and “Refinanced” shall have correlative meanings. 

“Registration Rights Agreement” means the Exchange and Registration Rights Agreement, dated as of June 24, 2015, between
the Company and the initial purchasers of the Initial Notes, as the same may be amended, supplemented, waived or otherwise modified from time to time. 

“Regular Record Date” means, with respect to any series of Notes, “Regular Record Date” as such term is defined in
the Notes Supplemental Indenture establishing such series of Notes. 
 “Regulation S” means Regulation S promulgated under
the Securities Act. 
 “Regulation S Certificate” means a certificate substantially in the form attached hereto as Exhibit
D. 
 “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business;
provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a
Person, unless such Person is, or upon receipt of the securities of such Person, such Person would become, a Restricted Subsidiary. 

  
 43 








 “Related Costs” means the aggregate amount of any fees, underwriting discounts,
accrued and unpaid interest, premiums (including tender premiums), defeasance costs and other costs, fees, discounts and expenses. 

“Related License Corporation” means (a) any Person (other than a natural person) that, directly or indirectly,
owns Station Licenses which the Company or one or more of its Restricted Subsidiaries manages pursuant to a Related License Corporation Management Agreement or other similar agreements, in each case, which arrangements (including, any such
arrangements entered into in connection with a disposition or Investment) were entered into based on the Company’s good faith determination that such arrangements were necessary or advisable in order for the Company or such Restricted
Subsidiary to comply with the Communications Laws and designated as a Related License Corporation by the Company and (b) any Related License Management Company. 

“Related License Corporation Management Agreement” means any management or other similar or related agreement put in place
with a Related License Corporation on or prior to December 27, 2013, in connection with the Local TV Transactions, or management agreements or other similar or related agreements, similar in substance to those agreements or management or other
similar or related agreements that are on terms customary in the industry as determined by the Company in good faith. 
 “Related
License Guarantees” means a guarantee of the Company and/or one or more of its Restricted Subsidiaries of third-party Indebtedness for borrowed money Incurred by a Related License Corporation. 

“Related License Management Company” means any Person (x) which is a joint venture owned in part by a Person
described in clause (a) of the definition of Related License Corporation and in part by the Company or a Restricted Subsidiary, (y) whose primary purpose is to employ personnel associated with the broadcast stations owned by such
Person described in clause (a) of the definition of “Related License Corporation” and (z) which has no material assets or liabilities other than in connection with the employment of such personnel. 

“Related Taxes” means any taxes, charges or assessments, including, but not limited to, sales, use, transfer, rental, ad
valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than U.S. federal, state or local income taxes), required
to be paid by any direct or indirect parent of the Company by virtue of its being incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the
Company, any of its Subsidiaries or any other direct or indirect parent of the Company), or being a holding company parent of the Company, any of its Subsidiaries or any direct or indirect parent of the Company or receiving dividends from or other
distributions in respect of the Capital Stock of the Company, any of its Subsidiaries or any direct or indirect parent of the Company, or having guaranteed any obligations of the Company or any Subsidiary thereof, or having made any payment in
respect of any of the items for which the Company or any of its Subsidiaries is permitted to make payments to any parent pursuant to Section 3.4 or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its
intellectual property and associated rights (including but not limited to receiving or paying royalties for the use thereof) relating to the business or businesses of the Company or any Subsidiary thereof. 

  
 44 








 “Replacement Assets” means (1) substantially all the assets of a
Person primarily engaged in a Similar Business or (2) a majority of the Voting Stock of any Person primarily engaged in a Similar Business that will become, on the date of acquisition thereof, a Restricted Subsidiary. 

“Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee having direct responsibility
for the administration of this Indenture or the Notes 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.

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

“Restricted Period” means, in relation to the Initial Notes, the 40 consecutive days beginning on and including the later of
(A) the day on which the Initial Notes are offered to persons other than distributors (as defined in Regulation S under the Securities Act) and (B) the Issue Date; and, in relation to any Additional Notes that bear the
Private Placement Legend, it means the comparable period of 40 consecutive days. 
 “Restricted Subsidiary” means any
Subsidiary of a Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Company. 

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

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

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Company or a
Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary leases it from such Person, other than leases between the Company and a Restricted Subsidiary of
the Company or between Restricted Subsidiaries of the Company. 
 “S&P” means Standard & Poor’s Ratings
Services, a Standard & Poor’s Financial Services LLC business, or any successor to the rating agency business thereof. 

“SEC” means the Securities and Exchange Commission. 

“Secured Indebtedness” means any Indebtedness secured by a Lien. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Senior Credit Agreement” means the credit agreement dated as of December 27, 2013, among the Company,
the financial institutions named therein and JPMorgan Chase Bank, N.A., as Administrative Agent, including any notes, mortgages, guarantees, collateral documents, 

  
 45 








 
instruments and agreements executed in connection therewith, as amended, restated, supplemented, waived, renewed or otherwise modified from time to time, and (if designated by the Company) as
replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including (if designated by the Company) any agreement or indenture
or commercial paper facilities with banks or other institutional lenders or investors extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or
indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (provided that such increase in borrowings is
permitted under Section 3.3). 
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. 
 “Similar
Business” means any business engaged or proposed to be engaged in by the Company or any of its Restricted Subsidiaries on the Issue Date and any business or other activities that are similar, ancillary, complementary, incidental or related
to, or an extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date. 

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 2.10. 
 “Specified Third Party Transaction” means any transaction constituting an Investment into or
disposition or Restricted Payment to a Person other than an Unrestricted Subsidiary or a Wholly Owned Subsidiary. 
 “Specified
Transaction” means any Incurrence or repayment, repurchase, redemption, satisfaction and discharge, defeasance or other acquisition, retirement or discharge of Indebtedness (excluding Indebtedness Incurred for working capital purposes other
than pursuant to the Senior Credit Agreement) or Disqualified Stock or Preferred Stock, any Investment that results in a Person becoming a Subsidiary, any transaction that results in a Person becoming a Related License Corporation, any transaction
that results in a Person ceasing to be a Related License Corporation, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any acquisition or any Asset Sale or other disposition that results in a Restricted
Subsidiary ceasing to be a Subsidiary of the Company, any investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person by the Company, a Restricted Subsidiary or a Related License
Corporation, any disposition of a business unit, line of business or division of the Company, a Restricted Subsidiary or a Related License Corporation, any Permitted Asset Swap, the cessation of the operations of a business unit, line of business or
division of the Company or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise or any operational change or any material restructuring of the Company or implementation of initiative or other event that
by the terms of this Indenture requires “Pro Forma Compliance” with a test or covenant thereunder or requires or permits such test or covenant to be calculated on a “Pro Forma Basis” or to be given “Pro Forma Effect.”


  
 46 








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

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the
final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred). 
 “Station Licenses” means (a) with
respect to the Company or any of its Subsidiaries, all authorizations, licenses or permits issued by the FCC and granted or assigned to the Company or any of its Subsidiaries, or under which the Company or any of its Subsidiaries has the right to
operate any Station, together with any extensions or renewals thereof and (b) with respect to any other Person, all authorizations, licenses or permits issued by the FCC and granted or assigned to such Person, or under which such Person
has the right to operate any Broadcast Station, together with any extensions or renewals thereof. 
 “Stations” means,
collectively, the Broadcast Stations owned from time to time by the Company and its Subsidiaries. 
 “Subordinated
Indebtedness” means (a) with respect to the Company, any Indebtedness of the Company which is by its terms expressly subordinated in right of payment to the Notes, and (b) with respect to any Guarantor, any
Indebtedness of such Guarantor which is by its terms expressly subordinated in right of payment to its Guarantee. 

“Subsidiary” means, with respect to any Person (1) any corporation, association or other business entity (other
than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of the Voting Stock is at the time of determination 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 (2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution
rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof,
whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 

“Subsidiary Guarantor” means each Restricted Subsidiary of the Company that executes this Indenture as a Guarantor on the
Issue Date and each other Restricted Subsidiary of the Company that Incurs a Guarantee of the Notes; provided that upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person automatically
ceases to be a Guarantor. 

  
 47 








 “Swap Contract” means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any obligations or liabilities under any such master agreement. 

“Swap Obligations” means, with respect to any Person, the obligations of such Person under Swap Contracts. 

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the Issue Date. 

“Transactions” means, collectively, any or all of the following: (i) the entry into this Indenture, the
Registration Rights Agreement and related documents and the offer and issuance of the Notes, (ii) the amendment of and partial prepayment of Indebtedness under the Senior Credit Agreement and (iii) all other transactions
relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing). 
 “Trustee”
means the respective party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 

“Unrestricted Cash” means, as at any date of determination, the aggregate amount of cash and Cash Equivalents included in the
cash accounts that would be listed on the consolidated balance sheet of the Company as at such date, to the extent such cash and Cash Equivalents are not classified as “restricted.” 

“Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board
of Directors of the Company or any direct or indirect parent of the Company in the manner provided in Section 3.14; and 

(2) any Subsidiary of an Unrestricted Subsidiary. 

  
 48 








 “U.S. Government Obligations” means securities that are: 

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

 (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such
custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any
amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt. 

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote
(without regard to the occurrence of any contingency) in the election of the Board of Directors of such Person. 
 “Weighted Average
Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the
date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by
(2) the sum of all such payments. 
 “Wholly Owned Restricted Subsidiary” means any Wholly Owned Subsidiary
that is a Restricted Subsidiary. 
 “Wholly Owned Subsidiary” of any Person means a direct or indirect Subsidiary of such
Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by
applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person. 

  
 49 








 SECTION 1.2 Other Definitions. 

 

			
	 Term
	  	Defined in
Section
	 “Acquired Entity or Business”
	  	1.1
	 “Affiliate Transaction”
	  	3.8(a)
	 “Agent Members”
	  	2.15(b)
	 “Asset Sale Offer”
	  	3.7(c)
	 “Authentication Order”
	  	2.6
	 “Certain Capital Markets Debt”
	  	3.10(a)
	 “Certificate of Beneficial Ownership”
	  	2.16(3)
	 “Change of Control Offer”
	  	3.9(b)
	 “Change of Control Payment”
	  	3.9(a)
	 “Change of Control Payment Date”
	  	3.9(b)(iii)
	 “Control”
	  	1.1
	 “Converted Restricted Subsidiary”
	  	1.1
	 “Converted Unrestricted Subsidiary”
	  	1.1
	 “covenant defeasance option”
	  	8.1
	 “Covenant Suspension Event”
	  	3.15(a)
	 “Defaulted Interest”
	  	2.10
	 “Discharge”
	  	1.1
	 “disposition”
	  	1.1
	 “Distribution Compliance Date”
	  	2.1
	 “Event of Default”
	  	6.1
	 “Excess Proceeds”
	  	3.7(c)
	 “Global Notes”
	  	2.1
	 “Guarantor Obligations”
	  	10.1(a)
	 “Improvements”
	  	1.1
	 “Increased Amount”
	  	3.5(c)
	 “LCA Election”
	  	1.5
	 “LCA Test Date”
	  	1.5
	 “legal defeasance option”
	  	8.1
	 “Minimum Denomination”
	  	2.5
	 “Note Register” and “Note Registrar”
	  	2.8
	 “Offer Amount”
	  	5.8(a)
	 “Offer Period”
	  	5.8(a)
	 “Offer to Repurchase”
	  	5.8
	 “Permanent Regulation S Global Notes”
	  	2.1
	 “Permitted Debt”
	  	3.3(b)
	 “Physical Notes”
	  	2.1
	 “primary obligations” and “primary obligor”
	  	1.1
	 “Private Placement Legend”
	  	2.3
	 “Pro Forma Entity”
	  	1.1
	 “protected purchaser”
	  	2.9
	 “Purchase Date”
	  	5.8(a)


  
 50 









			
	 Term
	  	Defined in
Section
	 “Ratio Tested Committed Amount”
	  	3.3(b)(i)
	 “Redemption Date”
	  	5.4
	 “Reference Period”
	  	1.1
	 “Refinancing Indebtedness”
	  	3.3(b)(xiv)
	 “Refunding Capital Stock”
	  	3.4(b)(ii)(a)
	 “Regulation S Global Notes”
	  	2.1
	 “Regulation S Note Exchange Date”
	  	2.16(3)
	 “Regulation S Physical Notes”
	  	2.1
	 “Required Filing Dates”
	  	3.2(a)
	 “Restricted Payments”
	  	3.4(a)
	 “Retired Capital Stock”
	  	3.4(b)(ii)(a)
	 “retiring Trustee”
	  	7.7
	 “Reversion Date”
	  	3.15(b)
	 “Rule 144A Global Note”
	  	2.1
	 “Rule 144A Physical Notes”
	  	2.1
	 “Sold Entity or Business”
	  	1.1
	 “Successor Company”
	  	4.1(a)(i)
	 “Successor Guarantor”
	  	4.1(b)(A)
	 “Suspended Covenants”
	  	3.15(a)
	 “Suspension Period”
	  	3.15(b)
	 “Temporary Regulation S Global Notes”
	  	2.1
	 “Unpaid Amount”
	  	3.4(b)(ii)(c)

 SECTION 1.3 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) “including” means including without limitation; 

(e) words in the singular include the plural and words in the plural include the singular; 

(f) (i) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by
virtue of its nature as unsecured Indebtedness and (ii) secured Indebtedness shall not be deemed to be subordinated or junior to other secured Indebtedness merely because it has a junior priority with respect to the same collateral; 


  
 51 








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

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause”
refers to an Article, Section or clause, as the case may be, of this Indenture; 
 (i) the words “herein,”
“hereof” and “hereunder” and any other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision; and 

(j) notwithstanding any provision of this Indenture, prior to the qualification of this Indenture under TIA, no provision of
the TIA shall apply or be incorporated by reference into this Indenture or the Notes, except as specifically set forth in this Indenture. 

SECTION 1.4 Incorporation by Reference of TIA. Following qualification of this Indenture under the TIA, (i) whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture and (ii) this Indenture shall be subject to the mandatory provisions of the TIA, which shall be incorporated by
reference in and made a part of this Indenture. Any terms incorporated by reference in this Indenture pursuant to the preceding sentence that are defined by the TIA, defined by any TIA reference to another statute or defined by SEC rule under the
TIA, have the meanings so assigned to them therein. The following TIA terms have the following meanings: 
  

	 	•	 	“indenture securities” means the Notes. 

  

	 	•	 	“indenture security holder” means a Holder. 

  

	 	•	 	“indenture to be qualified” means this Indenture. 

  

	 	•	 	“indenture trustee” or “institutional trustee” means the Trustee. 

  

	 	•	 	“obligor” on this indenture securities means the Company, any Subsidiary Guarantor, and any successor or other obligor on the indenture securities. 


SECTION 1.5 Limited Condition Acquisition. In connection with any action being taken in connection with a Limited Condition
Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action,
as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition
Acquisition are entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence 

  
 52 








 
of this Section 1.5, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to
the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition
Acquisition is permitted hereunder. 
 In connection with any action being taken in connection with a Limited Condition Acquisition, for
purposes of: 
 (i) determining compliance with any provision of this Indenture which requires the calculation of the
Consolidated Senior Secured Net Debt Ratio or the Consolidated Total Net Debt Ratio; or 
 (ii) testing baskets set forth in
this Indenture (including baskets measured as a percentage of Consolidated Total Assets); 
 in each case, at the option of the Company (the
Company’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date
the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Acquisition and the other transactions to be entered into in
connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters of the Company ending prior to the LCA Test Date for which
consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the
avoidance of doubt, if the Company has made an LCA Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount,
including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Company or the Person subject to such Limited Condition Acquisition or any applicable currency exchange rate, at or prior to the consummation of the relevant
transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Company has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent
calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company
or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition
Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection
therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated. 

  
 53 








 ARTICLE II 

The Notes 
 SECTION 2.1
Forms Generally. The Initial Notes and Initial Additional Notes that are not Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II
and Exhibit A annexed hereto (as such forms may be modified in accordance with Section 2.4). The Exchange Notes and any Additional Notes that are not Initial Additional Notes, or that are issued in a registered offering pursuant to the
Securities Act, and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit B annexed hereto (as such forms may be modified in accordance with
Section 2.4). Each of Exhibit A and B, is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other
variations as are required or permitted by law, stock exchange rule or depositary rule or usage, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the
Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication.
The terms of the Notes set forth in Exhibits A and B are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. 

Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A shall, unless the Company otherwise notifies the
Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A hereto (as such form may be modified in accordance with Section 2.4), except as otherwise permitted herein. Such
Global Notes shall be referred to collectively herein as the “Rule 144A Global Note,” and shall be deposited with the Notes Custodian for credit to an account of an Agent Member, and shall be duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Notes Custodian as hereinafter provided. 

Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act
shall be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A hereto (as such form may be modified in accordance with Section 2.4) (the “Permanent Regulation S Global
Notes”), unless the Company notifies the Trustee in writing that such global Notes should be issued in temporary form, in which case such global Notes shall be issued in the form of one or more temporary global Notes in substantially the
form set forth in Exhibit A hereto (as such form may be modified in accordance with Section 2.4) (the “Temporary Regulation S Global Notes” and, together with the Permanent Regulation S Global Notes, the “Regulation S
Global Notes”). The Regulation S Global Notes shall be deposited with the Notes Custodian for credit to an account of an Agent Member holding on behalf of Euroclear or Clearstream and shall be duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Notes Custodian as hereinafter provided. 

  
 54 








 Following the expiration of the distribution compliance period set forth in Regulation S (the
“Distribution Compliance Date”) with respect to any Temporary Regulation S Global Note, beneficial interests in such Temporary Regulation S Global Note shall be exchanged as provided in Sections 2.15 and 2.16 for beneficial
interests in one or more Permanent Regulation S Global Notes, except as otherwise permitted herein. Simultaneously with the authentication of such Permanent Regulation S Global Note, the Trustee shall cancel the related Temporary Regulation S Global
Note. 
 Subject to the limitations on the issuance of certificated Notes set forth in Sections 2.15 and 2.16, Initial Notes and any Initial
Additional Notes issued pursuant to Section 2.8 in exchange for or upon transfer of beneficial interests (x) in a Rule 144A Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in
Exhibit A hereto (as such form may be modified in accordance with Section 2.4) (the “Rule 144A Physical Notes”) or (y) in a Permanent Regulation S Global Note or in a Temporary Regulation S Global Note (if any) on
or after the Regulation S Note Exchange Date with respect to any Temporary Regulation S Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A hereto (as such form may be modified in
accordance with Section 2.4) (the “Regulation S Physical Notes”), respectively, as hereinafter provided. 
 The Rule
144A Physical Notes and Regulation S Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 2.7, 2.8, 2.9 or 5.7, and the Rule 144A Global Notes and Regulation S Global Notes shall be
construed to include any global Notes issued in respect thereof pursuant to Section 2.7, 2.8, 2.9 or 5.7. The Rule 144A Physical Notes and the Regulation S Physical Notes, together with any other certificated Notes issued and authenticated
pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes.” The Rule 144A Global Notes and the Regulation S Global Notes, together with any other global Notes that are issued and authenticated
pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” 
 Exchange Notes shall be issued
substantially in the form set forth in Exhibit B hereto (as such form may be modified in accordance with Section 2.4) and, subject to Section 2.15(c), shall be in the form of one or more Global Notes. 

SECTION 2.2 Form of Trustee’s Certificate of Authentication. The Notes will have endorsed thereon a Trustee’s certificate of
authentication in substantially the following form: 
 This is one of the Notes referred to in the within-mentioned Indenture. 

  
 55 









					
	 
	 as Trustee

			
	By:				 
					Authorized Officer

 Dated: 
 SECTION
2.3 Restrictive and Global Note Legends. Each Global Note and Physical Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the following legend set forth below (the “Private Placement Legend”)
on the face thereof until the Private Placement Legend is removed or not required in accordance with Section 2.16(4): 
 THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE
144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF SUCH NOTE),] [IN THE CASE OF NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S: 40 DAYS 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 THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE)], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE


  
 56 








 
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. 

Any Regulation S Global Note, whether or not an Initial Note, shall also bear the following legend on the face thereof: 

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON,
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 
 Each Global Note, whether
or not an Initial Note, shall also bear the following legend on the face thereof: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR 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. 

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 2.15 AND 2.16 OF THE INDENTURE (AS DEFINED HEREIN). 

Any Temporary Regulation S Global Note shall also bear the following legend on the face thereof: 

EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR
INTERESTS IN THE PERMANENT REGULATION S GLOBAL 

  
 57 








 
NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40 DAY
DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT). DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY
NOT BE SOLD, PLEDGED OR TRANSFERRED TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON. 
 SECTION 2.4 Amount Unlimited;
Issuable in Series. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Notes may be issued from time to time in one or more series. Except as provided in
Section 9.2, all Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. 

The following matters shall be established with respect to each series of Notes issued hereunder in a Notes Supplemental Indenture: 

(1) the title of the Notes of the series (which title shall distinguish the Notes of the series from all other series of Notes); 

(2) any limit (if any) upon the aggregate principal amount of the Notes of the series that may be authenticated and delivered under this
Indenture (which limit shall not pertain to Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to Section 2.7, 2.8, 2.9, 2.15(d), 2.15(e), or 5.7); 

(3) the date or dates on which the principal of and premium, if any, on the Notes of the series is payable or the method of determination
and/or extension of such date or dates, and the amount or amounts of such principal and premium, if any, payments and methods of determination thereof; 

(4) the rate or rates at which the Notes of the series shall bear interest, if any, or the method of calculating and/or resetting such rate or
rates of interest, the date or dates from which such interest shall accrue or the method by which such date or dates shall be determined, and the Interest Payment Dates on which any such interest shall be payable; 

(5) the period or periods within which, the price or prices at which, and other terms and conditions upon which Notes of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is to have the option; 
 (6) if other than the principal amount
thereof, the portion of the principal amount of Notes of the series that shall be payable upon declaration of acceleration of maturity thereof pursuant to Section 6.2 or the method by which such portion shall be determined; 

  
 58 








 (7) in the case of any Notes, other than Initial Notes and any Exchange Notes issued in exchange
for Initial Notes, any addition to or change in the Events of Default which apply to any Notes of the series and any change in the right of the Trustee or the requisite Holders of such Notes to declare the principal amount thereof due and payable
pursuant to Section 6.2; 
 (8) in the case of any Notes, other than Initial Notes and any Exchange Notes issued in exchange for Initial
Notes, any addition to or change in the covenants set forth in Articles III and IV; and 
 (9) in the case of any Notes, other than
Initial Notes and any Exchange Notes issued in exchange for Initial Notes, any addition to or change in the definitions in Section 1.1 related to additions or changes contemplated by the foregoing clauses (7) and (8). 

The form of the Notes of such series, as set forth in Exhibit A or B as the case may be, may be modified to reflect such matters as so
established in such Notes Supplemental Indenture. 
 Such matters may also be established in a Notes Supplemental Indenture for any
Additional Notes issued hereunder that are to be of the same series as any Notes previously issued hereunder. Notes that have the same terms described in the foregoing clauses (1) though (9) will be treated as the same series, unless
otherwise designated by the Company. 
 SECTION 2.5 Denominations. The Notes shall be issuable only in fully registered form, without
coupons, and only in minimum denominations of $2,000 (the “Minimum Denomination”), and integral multiples of $1,000 in excess thereof. 

SECTION 2.6 Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer
thereof. The signature of any such Officer on the Notes may be manual or by facsimile. 
 Notes bearing the manual or facsimile signature of
an individual who was at any time an Officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of
such Notes. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed
by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $1,100.0 million, (ii) Additional
Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Company and
(iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the
Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, the “CUSIP,” “ISIN,” 

  
 59 








 
“Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to
be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. 

All Notes shall be dated the date of their authentication. 

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder. 
 SECTION 2.7 Temporary Notes. Until definitive Notes are ready for delivery, the Company may
prepare and upon receipt of an Authentication Order the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary
Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the
temporary Notes at the office or agency of the Company in a Place of Payment, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes the Company shall execute and upon receipt of an Authentication Order the
Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture
as definitive Notes of the same series and tenor. 
 SECTION 2.8 Registrar and Paying Agent. The Company shall cause to be kept at
the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Company may have one or more
co-registrars. The term “Note Registrar” includes any co-registrars. 

The Company may have one or more additional paying agents, and the term “Paying Agent” shall include any additional Paying
Agent. 
 The Company initially appoints the Trustee as “Note Registrar” and “Paying Agent” in connection with the
Notes, until such time as it has resigned or a successor has been appointed. The Company may change the Paying Agent or Note Registrar for any series of Notes without prior notice to the Holders of Notes. The Company may enter into an appropriate
agency agreement with any Note Registrar or Paying Agent not a party to this Indenture. Any such agency agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name
and address of any such agent. If the 

  
 60 








 
Company fails to appoint or maintain a Note Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6. The
Company or any wholly-owned Domestic Subsidiary of the Company may act as Paying Agent, Note Registrar or transfer agent. 
 Upon surrender
for transfer of any Note at the office or agency of the Company in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. 

At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor
and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the
Holder making the exchange is entitled to receive. 
 All Notes issued upon any transfer or exchange of Notes shall be the valid obligations
of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. 

Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. 

No service charge shall be made for any registration, transfer or exchange of Notes, but the Company and/or Trustee may require payment of a
sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. 
 The Company shall not
be required (i) to issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or
purchase) under Section 5.3(b) and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Note so selected for redemption (or purchase) in whole or in part. 

SECTION 2.9 Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform
Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer
prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform
Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or 

  
 61 








 
the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company,
the Trustee, a Paying Agent and the Note Registrar from any loss that any of them may suffer if a Note is replaced. 
 In case any such
mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. 

Upon the issuance of any new Note under this Section 2.9, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Note issued pursuant to this Section 2.9 in lieu of any destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly
issued hereunder. 
 The provisions of this Section 2.9 are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
 SECTION 2.10 Payment of Interest
Rights Preserved. Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close
of business on the Regular Record Date for such interest specified in Section 4 of the applicable Notes Supplemental Indenture. 

Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.4, any
interest on any Note that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record
Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at their election, as provided in clause (1) or clause (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee and Paying Agent in writing of the amount of
Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee or Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee or Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as 

  
 62 








 
provided in this clause (1). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by the Trustee and the Paying Agent of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at such Holder’s address as it appears in the Note
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Notes (or their respective Predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 

(2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this clause (2), such payment shall be
deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this Section 2.10, each Note delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Note of the same series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Note of such series. 

SECTION 2.11 Persons Deemed Owners. The Company, any Subsidiary Guarantor, the Trustee, the Paying Agent and any agent of any of them
may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any), and (subject to Section 2.10) interest on, such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent nor any agent of any of them shall be affected by notice to the contrary. 

SECTION 2.12 Cancellation. All Notes surrendered for payment, redemption, transfer, exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this
Section 2.12, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures (subject to the record retention requirements of the Exchange
Act). 
 SECTION 2.13 Computation of Interest. Unless otherwise specified for Notes of any series in the applicable Notes
Supplemental Indenture, as contemplated by Section 2.4, interest on the Notes shall be computed on the basis of a 360 day year consisting of twelve 30-day months. 

  
 63 








 SECTION 2.14 CUSIP Numbers, ISINs, etc. The Company in issuing the Notes may use
“CUSIP” numbers, ISINs and “Common Code” numbers (if then generally in use), and if so, the Trustee may use the CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption or exchange as a convenience to
Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of such numbers printed in the notice or on the Notes; that reliance may be placed only on the other
identification numbers printed on the Notes; and that any redemption shall not be affected by any defect in or omission of such numbers. The Company should promptly notify the Trustee, in writing, of any change in any “CUSIP,”
“ISIN” or “Common Code” number, but failure to so notify the Trustee shall not constitute a Default or Event of Default by the Company. 

SECTION 2.15 Book-Entry Provisions for Global Notes. 

(a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such
Depositary, in each case for credit to the account of an Agent Member, and (ii) be delivered to the Notes Custodian. Neither the Company nor any of its agents shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

(b) Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to
any Global Note held on their behalf by the Depositary, or the Notes Custodian, or under such Global Notes. The Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute
owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or
the Notes. 
 The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that
may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 
 (c)
Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners
in a Global Note may not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer


  
 64 








 
or exchange is in accordance with the applicable rules and procedures of the Depositary and the provisions of Sections 2.8 and 2.16. Subject to the limitation on issuance of Physical Notes set
forth in Section 2.16(3), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary notifies the Company at any time that it is
unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) the Depositary ceases to be registered as a “Clearing Agency” under the Securities Exchange
Act of 1934 and a successor depositary is not appointed within 120 days; (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Physical Notes; or (iv) an Event of Default shall have
occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue Physical Notes. 

(d) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical
Notes pursuant to Section 2.15(c), the Note Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred,
and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. 

(e) In connection with a transfer of an entire Global Note to beneficial owners pursuant to Section 2.15(c), the applicable Global Note
shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary, in exchange for its beneficial interest in the
applicable Global Note, an equal aggregate principal amount of Rule 144A Physical Notes (in the case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation S Global Note), as the case may be, of authorized
denominations. 
 (f) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in
accordance with this Indenture (including applicable restrictions on transfer set forth in Section 2.16) and the applicable rules and procedures therefor of the Depositary. Any beneficial interest in one of the Global Notes that is transferred
to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all
transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A transferor of a beneficial interest in a Global Note shall deliver to the Note Registrar a
written order given in accordance with the Depositary’s applicable rules and procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the relevant Global Note (or shall
otherwise comply with the then applicable rules and procedures of the Depositary). Subject to Section 2.16, the Note Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Person specified
in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred. 

(g) Any Physical Note delivered in exchange for an interest in a Global Note pursuant to Section 2.15(c) shall, unless such exchange is
made on or after the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in Section 2.3 and Section 2.16, bear the Private Placement Legend. 

  
 65 








 (h) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a
Regulation S Global Note may be held only through designated Agent Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.16. 

SECTION 2.16 Special Transfer Provisions. 

(1) Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note
that is a Restricted Security (within the meaning of Rule 144(a)(3) of the Securities Act) to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including
Section 2.8) and, 
 (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such
Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company and the Trustee, an Opinion of Counsel, certifications and
other information satisfactory to the Company and the Trustee, and 
 (b) if the proposed transferor is or is acting through an Agent Member
holding a beneficial interest in a Global Note, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and
(y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; 
 whereupon
(i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal
to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a
relevant Regulation S Global Note, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Note in an amount equal to the principal amount of the beneficial interest
being so transferred or (B) otherwise the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount. 

(2) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a
Restricted Security (within the meaning of Rule 144(a)(3) of the Securities Act) to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this
Indenture (including Section 2.8) and, 

  
 66 








 (a) if such transfer is being made by a proposed transferor who has checked the box provided for
on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the
certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided
by Rule 144A; and 
 (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after
transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written
instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note
in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date
and a decrease in the principal amount of such transferor Global Note, as the case may be. 
 (3) Limitation on Issuance of Physical Notes.
No Physical Note shall be exchanged for a beneficial interest in any Global Note, except in accordance with Section 2.15 and this Section 2.16. 

A beneficial owner of an interest in a Regulation S Global Note shall not be permitted to exchange such interest for a Physical Note (any such
exchange being limited, in any case, to the circumstances set forth in Section 2.15(c)) or (in the case of such interest in a Temporary Regulation S Global Note) an interest in a Permanent Regulation S Global Note until a date, which must be
after the Distribution Compliance Date, on which the Company receives a certificate of beneficial ownership substantially in the form of Exhibit C from such beneficial owner (a “Certificate of Beneficial Ownership”). Such date, as
it relates to a Regulation S Global Note, is herein referred to as the “Regulation S Note Exchange Date.” 
 (4) Private
Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Note Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes
bearing the Private Placement Legend, the Note Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the requested transfer is after the relevant Resale Restriction Termination Date with respect to such
Notes, (ii) upon written request of the Company after there is delivered to the Note Registrar an Opinion of Counsel (which opinion and counsel are satisfactory to the Company) to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) with respect to a Regulation S Global Note (on or after the Resale Restriction Termination Date with respect to such
Regulation S Global Note) or Regulation S Physical Note, in each case with the agreement of the Company, or (iv) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act. 

  
 67 








 (5) Other Transfers. The Note Registrar shall effect and register, upon receipt of a written
request from the Company to do so, a transfer not otherwise permitted by this Section 2.16, such registration to be done in accordance with the otherwise applicable provisions of this Section 2.16, upon the furnishing by the proposed
transferor or transferee of a written Opinion of Counsel (which opinion and counsel are satisfactory to the Company) to the effect that, and such other certifications or information as the Company or the Trustee may require (including, in the case
of a transfer to an Accredited Investor (as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D promulgated under the Securities Act), a certificate substantially in the form of Exhibit F) to confirm that, the proposed transfer
is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 
 A
Note that is a Restricted Security (within the meaning of Rule 144(a)(3) of the Securities Act) may not be transferred other than as provided in this Section 2.16. A beneficial interest in a Global Note that is a Restricted Security (within the
meaning of Rule 144(a)(3) of the Securities Act) may not be exchanged for a beneficial interest in another Global Note other than through a transfer in compliance with this Section 2.16. 

(6) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. 

The Note Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this
Section 2.16 (including all Notes received for transfer pursuant to Section 2.16). The Company shall have the right to require the Note Registrar to deliver to the Company, at the Company’s expense, copies of all such letters, notices
or other written communications at any reasonable time upon the giving of reasonable written notice to the Note Registrar. 
 In connection
with any transfer of any Note, the Trustee, the Note Registrar and the Company shall be entitled to receive, shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the
certificates, opinions and other information referred to herein (or in the forms provided herein, attached hereto or to the Notes, or otherwise) received from any Holder and any transferee of any Note regarding the validity, legality and due
authorization of any such transfer, the eligibility of the transferee to receive such Note and any other facts and circumstances related to such transfer. 

SECTION 2.17 Payment of Additional Interest. 

(a) Under certain circumstances the Company will be obligated to pay certain additional amounts of interest to the Holders of certain Initial
Notes, as more particularly set forth in such Initial Notes. 

  
 68 








 (b) Under certain circumstances the Company may be obligated to pay certain additional amounts of
interest to the Holders of certain Initial Additional Notes, as may be more particularly set forth in such Initial Additional Notes. 
 (c)
Prior to any Interest Payment Date on which any such additional interest is payable, the Company shall give notice to the Trustee of the amount of any additional interest due on such Interest Payment Date. The Trustee shall have no duty to calculate
or verify the calculation of any additional interest that is payable as determined by the Company. 
 SECTION 2.18 Paying Agent to Hold
Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, and interest on the Notes. The Company at any time may require a Paying Agent to pay all money held by such Paying Agent to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than either of the
Company) shall have no further liability for the money delivered to the Trustee. If the Company 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. 

SECTION 2.19 Lists of Holders of the Notes. 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 Holders. If the Trustee is not the Note Registrar, the Company 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 Holders, including the aggregate principal amount of the Notes held by each thereof. 

ARTICLE III  
 Covenants

 SECTION 3.1 Payment of Notes. The Company shall promptly pay the principal of, premium, if any, and interest on the Notes on
the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if by 12:00 p.m. (New York City time) on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to
the terms of this Indenture. 
 The Company shall pay interest on overdue principal at the rate specified therefor in the Notes. 

  
 69 








 Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the
extent they are required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. 

SECTION 3.2 Reports and Other Information. 

(a) So long as any Notes are outstanding notwithstanding that following the Issue Date the Company may not be required to be or remain subject
to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are outstanding, the annual
reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject (the “Required Filing
Dates”); provided that at any time the Company is not required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and the Company is not permitted by the Exchange Act or the SEC to file
with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will within 15 days of each
Required Filing Date provide to the Trustee and, upon request, to Holders a copy of all of the information and reports (without exhibits) it would have been required to file with the SEC pursuant to Section 13(a) or 15(d) if it were so subject.

 (b) Delivery of reports, information and documents (including without limitation reports contemplated under this Section 3.2) to the
Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 

SECTION 3.3 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including
Acquired Indebtedness) or issue any shares of Disqualified Stock and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted
Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if on the date of such Incurrence or issuance, after giving
effect to such Incurrence or issuance, the Consolidated Total Net Debt Ratio would have been no greater than 7.00 to 1.00 determined on a Pro Forma Basis for the Incurrence (including the use of proceeds thereof) and any related transactions;
provided, further, that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Non-Guarantor Subsidiaries
shall not exceed the greater of (x) $100.0 million and (y) 1.00% of Consolidated Total Assets, at any one time outstanding. 

  
 70 








 (b) The foregoing limitations will not apply to (collectively, “Permitted
Debt”): 
 (i) the Incurrence by the Company or its Restricted Subsidiaries of Indebtedness under any Credit
Agreement, the guarantees thereof and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount
thereof), up to the greater of (I) an aggregate outstanding principal amount not to exceed $3,500.0 million outstanding at any one time and (II) an aggregate outstanding principal amount, if on the date of the Incurrence
of such Indebtedness, after giving Pro Forma Effect to such Incurrence (including the use of proceeds thereof) and any related transactions (or, at the Company’s option, on the date of the initial borrowing of such Indebtedness or entry into
the definitive agreement providing the commitment to fund such Indebtedness after giving Pro Forma Effect to the Incurrence of the entire committed amount of such Indebtedness and any related transactions (such committed amount, a “Ratio
Tested Committed Amount”), in which case such Ratio Tested Committed Amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause), the Consolidated Senior Secured Net
Debt Ratio would be equal to or less than 4.50 to 1.00; 
 (ii) the Incurrence by the Company and the Guarantors of
Indebtedness represented by the Notes (not including any Additional Notes) and any Exchange Notes in respect thereof and the Guarantees thereof, as applicable; 

(iii) Indebtedness of the Company and its Restricted Subsidiaries outstanding (or Incurred pursuant to any commitment
outstanding) on the Issue Date (other than Indebtedness under the Senior Credit Agreement Incurred under clause (i) or in respect of the Initial Notes Incurred under clause (ii) above); 

(iv)(x) Capitalized Lease Obligations; provided that the Consolidated Senior Secured Net Debt Ratio would
not exceed 4.50 to 1.00 after giving Pro Forma Effect to the Incurrence of such Capitalized Lease Obligations and any related transactions, (y) Indebtedness (including, without limitation, Capitalized Lease Obligations and mortgage
financings as purchase money obligations) Incurred by the Company or any of its Restricted Subsidiaries, Disqualified Stock issued by the Company or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the
Company to finance all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets (whether through the direct purchase of assets or the
Capital Stock of any Person owning such assets) in an aggregate principal amount or liquidation preference, including all Indebtedness Incurred and Disqualified Stock or Preferred Stock issued to Refinance any Indebtedness Incurred or Disqualified
Stock or Preferred Stock issued pursuant to this clause (iv)(y), not to exceed the greater of (a) $200.0 million and (b) 2.00% of Consolidated Total Assets, at any one time outstanding and (z) Capitalized
Lease Obligations Incurred by the Company or any Restricted Subsidiary in connection with a Sale/Leaseback Transaction so long as the proceeds of such Sale/Leaseback Transaction are used by the Company or such Restricted Subsidiary to permanently
repay outstanding loans under any Credit Agreement or other Indebtedness secured by a Lien on the assets subject to such Sale/Leaseback Transaction; 

  
 71 








 (v) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit or bank guarantees or similar instruments issued in the ordinary course of business, including, without limitation, (i) letters of credit or performance or surety
bonds in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type
obligations regarding workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance and (ii) guarantees of Indebtedness Incurred by customers in
connection with the purchase or other acquisition of equipment or supplies in the ordinary course of business; 
 (vi)
Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, earn-outs, adjustment of purchase or acquisition price or similar obligations, in each case, Incurred in connection with the
acquisition or disposition of any business, assets or a Subsidiary of the Company in accordance with the terms of this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or
Subsidiary for the purpose of financing such acquisition; 
 (vii)(i) Indebtedness of the Company to a Restricted
Subsidiary; provided that (x) such Indebtedness owing to a Non-Guarantor Subsidiary shall be subordinated in right of payment to the Company’s Obligations with respect to the Notes and (y) any subsequent issuance
or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted
Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii)(i) and (ii) Indebtedness of the Company or any Restricted Subsidiary to any Related License Corporation;
provided that (x) such Indebtedness shall be subordinated in right of payment to the Company’s Obligations with respect to the Notes and (y) any event which results in any such Related License Corporation ceasing
to be a Related License Corporation shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii)(ii); 

(viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary;
provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause
(viii); 
 (ix) Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;
provided that (x) if a Guarantor Incurs such Indebtedness 

  
 72 








 
owing to a Non-Guarantor Subsidiary, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor and (y) any subsequent issuance or transfer of any
Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted
Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (ix); 

(x)(x) Cash Management Services or (y) Swap Contracts Incurred not for speculative purposes; 

(xi) obligations (including reimbursement obligations with respect to letters of credit or bank guarantees or similar
instruments) in respect of self-insurance, performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Company or any Restricted Subsidiary; 

(xii) Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary of the Company and Preferred Stock of any
Restricted Subsidiary of the Company in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then
outstanding and Incurred pursuant to this clause (xii), does not exceed the greater of (x) $400.0 million and (y) 4.00% of Consolidated Total Assets, at any one time outstanding; 

(xiii) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of the Company or any of
its Restricted Subsidiaries to the extent the Incurrence of such Indebtedness or other obligations is permitted under the terms of this Indenture; 

(xiv) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred
Stock of a Restricted Subsidiary of the Company that serves to Refinance any Indebtedness Incurred (or unutilized commitments in respect of Indebtedness) or Disqualified Stock or Preferred Stock issued as permitted under Section 3.3(a) or
Section 3.3(b)(i)(II), Section 3.3(b)(ii), Section 3.3(b)(iii), Section 3.3(b)(iv)(x), Section 3.3(b)(iv)(z), Section 3.3(b)(xiv), Section 3.3(b)(xv) or Section 3.3(b)(xviii) or any Indebtedness Incurred (or
commitments established) or Disqualified Stock or Preferred Stock issued to so Refinance such Indebtedness (or unutilized commitments in respect of such Indebtedness), Disqualified Stock or Preferred Stock, including, in each case, any additional
Indebtedness Incurred or Disqualified Stock or Preferred Stock issued to pay the Related Costs in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided,
however, that such Refinancing Indebtedness: 
 (1) has a Weighted Average Life to Maturity at the time such
Refinancing Indebtedness is Incurred that is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced or, if earlier, the remaining Weighted Average Life to Maturity of
the Initial Notes; 

  
 73 








 (2) has a Stated Maturity which is no earlier than the Stated Maturity of the
Indebtedness being Refinanced or, if earlier, the Stated Maturity of the Initial Notes; 
 (3) to the extent that such
Refinancing Indebtedness Refinances (i) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock
or Preferred Stock, respectively; and 
 (4) shall not include (x) Indebtedness, Disqualified Stock or Preferred
Stock of a Non-Guarantor Subsidiary that Refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Guarantor, or (y) Indebtedness or Disqualified Stock of the Company or Indebtedness, Disqualified Stock or
Preferred Stock of a Restricted Subsidiary that Refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 

and provided, further, that subclauses (1) and (2) will not apply to any Refinancing of any Secured Indebtedness; 

(xv) (A) Indebtedness, Disqualified Stock or Preferred Stock (i) of the Company or any of its
Restricted Subsidiaries Incurred or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person (including, pursuant to a Permitted Asset Swap) and (ii) of any Person that is acquired by the
Company or any of its Restricted Subsidiaries or merged into or consolidated or amalgamated with the Company or a Restricted Subsidiary in accordance with the terms of this Indenture and (B) Indebtedness Incurred or assumed in connection
with an acquisition of any assets (including Capital Stock), business or Person (including, pursuant to a Permitted Asset Swap); provided, however, that after giving Pro Forma Effect to such acquisition, merger, consolidation,
amalgamation or Permitted Asset Swap and any related transactions, either: 
 (1) the Company would be permitted to Incur at
least $1.00 of additional Indebtedness pursuant to the Consolidated Total Net Debt Ratio test set forth in Section 3.3(a); or 

(2) the Consolidated Total Net Debt Ratio would be equal to or less than the Consolidated Total Net Debt Ratio immediately
prior to giving Pro Forma Effect to such acquisition, merger, consolidation, amalgamation or Permitted Asset Swap and any related transactions; 

(xvi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; 

  
 74 








 (xvii) Indebtedness of the Company or any Restricted Subsidiary supported by a
letter of credit or bank guarantee issued pursuant to any Credit Agreement, to the extent such letter of credit has not been terminated and is in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; 

(xviii) Contribution Indebtedness; 

(xix) Indebtedness of the Company or any Restricted Subsidiary consisting of (x) the financing of insurance
premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

(xx) Indebtedness or Preferred Stock of Non-Guarantor Subsidiaries in an amount not to exceed the greater of
(x) $50.0 million and (y) 0.50% of Consolidated Total Assets, at any one time outstanding; 

(xxi) Indebtedness of a joint venture to the Company or a Restricted Subsidiary and to the other holders of Equity Interests or
participants of such joint venture, to the extent the percentage of the aggregate amount of such Indebtedness of such joint venture owed to such holders of its Equity Interests or participants of such joint venture does not exceed the percentage of
the aggregate outstanding amount of the Equity Interests of such joint venture held by such holders or such participant’s participation in such joint venture; 

(xxii) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the
Company or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings); 

(xxiii) [intentionally omitted]; 

(xxiv) Indebtedness consisting of Indebtedness issued by the Company or any Restricted Subsidiary to future, current or former
officers, directors, managers, employees, consultants and independent contractors thereof, or any Restricted Subsidiary, or any direct or indirect parent of the Company or any Related License Corporation, their respective estates, heirs, family
members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent permitted under Section 3.4; 

(xxv) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in
the ordinary course of business; 
 (xxvi) Indebtedness Incurred by the Company or a Restricted Subsidiary in connection with
bankers’ acceptances, discounted bills of exchange, warehouse receipts or similar facilities, or the discounting or factoring of receivables for credit management purposes, in each case Incurred or undertaken in the ordinary course of business;

 (xxvii) Indebtedness Incurred by the Company or any Restricted Subsidiary to the extent that the net proceeds thereof are
promptly deposited with the Trustee to satisfy and discharge any of the Notes in accordance with this Indenture; 

  
 75 








 (xxviii) (i) guarantees Incurred in the ordinary course of business
by the Company or any of its Restricted Subsidiaries and not in respect of Indebtedness for borrowed money and (ii) Indebtedness Incurred by the Company or a Restricted Subsidiary as a result of leases entered into by the Company or such
Restricted Subsidiary in the ordinary course of business; 
 (xxix) [intentionally omitted]; 

(xxx) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary Incurred to finance or
assumed in connection with an acquisition of any assets (including Capital Stock), business or Person in an aggregate principal amount or liquidation preference that does not exceed the greater of (x) $250.0 million and
(y) 2.50% of Consolidated Total Assets at any one time outstanding; 
 (xxxi) (i) Permitted
Disposition Transaction Indebtedness, (ii) Related License Guarantees and (iii) guarantees of Indebtedness or obligations of Related License Corporations, in each case under this clause (iii), Incurred in the ordinary course
of business and not in respect of Indebtedness for borrowed money; and 
 (xxxii) Indebtedness of an Excluded Disposition
Subsidiary Incurred in connection with a disposition, Restricted Payment or, Investment, of Equity Interests of such Excluded Disposition Subsidiary to or, in, a Person other than the Company or one of its Restricted Subsidiaries, in each case
resulting in such Excluded Disposition Subsidiary no longer constituting a Restricted Subsidiary. 
 (c) For purposes of determining
compliance with this Section 3.3, (w) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt or is entitled
to be Incurred pursuant to Section 3.3(a), the Company shall, in its sole discretion, at the time of Incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness, Disqualified Stock
or Preferred Stock (or any portion thereof) in any manner that complies with this Section 3.3; provided that all Indebtedness under the Senior Credit Agreement Incurred on or prior to the Issue Date shall be deemed to have been Incurred
pursuant to Section 3.3(b)(i) and the Company shall not be permitted to reclassify all or any portion of Indebtedness Incurred on or prior to the Issue Date pursuant to Section 3.3(b)(i); provided, further, that (if the
Company shall so determine) any Indebtedness Incurred pursuant to Sections 3.3(b)(iv)(y), (xii), (xxv) or (xxx) shall cease to be deemed outstanding for purposes of any such clause but shall instead be deemed Incurred for the purposes of
Section 3.3(a) from and after the first date on which the Company or any Restricted Subsidiary could have Incurred such Indebtedness under Section 3.3(a) without reliance on such clause; (x) in the event that Indebtedness could
be Incurred in part under Section 3.3(a) and/or Section 3.3(b)(i)(II), Section 3.3(b)(iv)(x) and/or Section 3.3(b)(xv) (other than by reason of Section 3.3(b)(xv)(2)), the Company, in its sole discretion, may classify a
portion of such Indebtedness as having been Incurred under Section 3.3(a) and/or Section 3.3(b)(i)(II), Section 3.3(b)(iv)(x) and/or Section 3.3(b)(xv) and thereafter the remainder of such Indebtedness as having been Incurred
under any other clause or subclause of Section 3.3(b); (y) if any Indebtedness is Incurred to Refinance Indebtedness initially Incurred (or, Indebtedness Incurred to Refinance Indebtedness initially Incurred) in reliance on any


  
 76 








 
provision of Section 3.3 measured by reference to a percentage of Consolidated Total Assets, and such Refinancing would cause the percentage of Consolidated Total Assets restriction to be
exceeded if calculated based on the Consolidated Total Assets on the date of such Refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded (and such newly Incurred Indebtedness shall be deemed
permitted) to the extent the principal amount of such newly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing and
(z) if any Indebtedness is Incurred to Refinance Indebtedness initially Incurred (or, Indebtedness Incurred to Refinance Indebtedness initially Incurred) in reliance on any provision of Section 3.3 measured by a dollar amount, such
dollar amount shall not be deemed to be exceeded (and such newly Incurred Indebtedness shall be deemed permitted) to the extent the principal amount of such newly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being
Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest or
dividends in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of
original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified
Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness shall not be
included in the determination of such amount of Indebtedness, provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant. 

(d) For purposes of determining compliance with any provision of Section 3.3 (or any category of Permitted Liens described in the
definition thereof) measured by a dollar amount or by reference to a percentage of Consolidated Total Assets, in each case, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency
exchange rate in effect on the date such Indebtedness was Incurred or Liens securing such Indebtedness were granted, in the case of term debt, or first committed or first Incurred (or granted) (whichever yields the lower U.S. dollar-equivalent), in
the case of revolving credit debt; provided that if such Indebtedness is Incurred (or commitments established) to Refinance other Indebtedness (or unutilized commitments in respect of such Indebtedness) denominated in a foreign currency, and
such Refinancing would cause the applicable provision of Section 3.3 (or category of Permitted Liens) to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such provision of
Section 3.3 (or category of Permitted Liens) shall be deemed not to have been exceeded to the extent the principal amount of such newly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced (plus the
Related Costs in connection therewith). 
 (e) The principal amount of any Indebtedness Incurred (or commitments established) to Refinance
other Indebtedness (or unutilized commitments in respect of such Indebtedness), if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated for all purposes under this Indenture (including for purposes of the
definition of “Permitted Liens”) based on the currency exchange rate applicable to the currencies in which such respective Indebtedness (or unutilized commitments in respect of such Indebtedness) is denominated that is in effect on the
date of such Refinancing. 

  
 77 








 SECTION 3.4 Limitation on Restricted Payments. 

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

(i) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests, including any payment made in connection with any merger or consolidation involving the Company (other than (A) dividends or distributions by the Company payable solely in Equity Interests (other than
Disqualified Stock) of the Company; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted
Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

 (ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct
or indirect parent of the Company, including in connection with any merger or consolidation; 
 (iii) make any voluntary
principal payment on, or voluntarily redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness (other than the payment,
redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date
of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under Section 3.3(b)(vii) or Section 3.3(b)(ix); or 

(iv) make any Restricted Investment; 

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted
Payments”), unless, at the time of such Restricted Payment: 
 (A) no Default or Event of Default shall have
occurred and be continuing or would occur as a consequence thereof; 
 (B) immediately after giving effect to such
transaction and any related transactions on a Pro Forma Basis, the Company could Incur $1.00 of additional Indebtedness under Section 3.3(a); and 

  
 78 








 (C) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by Section 3.4(b)(i), but excluding all other Restricted Payments permitted by Section 3.4(b)), is less
than the sum of, without duplication: 
 (1) (x) $250.0 million plus (y) 100.0% of the
Consolidated EBITDA of the Company for the period (taken as one accounting period) beginning on December 29, 2014 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the
time of such Restricted Payment less the product of 1.4 times the Consolidated Interest Expense of the Company for the same period; plus 

(2) 100.0% of the aggregate net proceeds, including cash and the Fair Market Value of assets (other than cash), received by the
Company after the Issue Date from the issue or sale of Equity Interests of the Company (other than Excluded Equity), including such Equity Interests issued upon exercise of warrants or options; plus 

(3) 100.0% of the aggregate amount of contributions to the capital of the Company received in cash and the Fair Market Value of
assets (other than cash) after the Issue Date (other than Excluded Equity); plus 
 (4) the principal amount of any
Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, in each case, of the Company or any Restricted Subsidiary thereof issued after the Issue Date (other than Indebtedness or
Disqualified Stock issued to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Restricted Subsidiary) that, in each case, has been converted into or exchanged for Equity Interests in the Company
or any direct or indirect parent of the Company (other than Excluded Equity); plus 
 (5) 100.0% of the aggregate
amount received by the Company or any Restricted Subsidiary in cash and the Fair Market Value of assets (other than cash) received by the Company or any Restricted Subsidiary from: 

(A) the sale or other disposition (other than to the Company or a Restricted Subsidiary of the Company) of Restricted
Investments made by the Company and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Company and its Restricted Subsidiaries by any Person (other than the Company or any of its Restricted
Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than to the extent that the Restricted Investment was made pursuant to Section 3.4(b)(x)), 

(B) the sale (other than to the Company or a Restricted Subsidiary or an employee stock ownership plan or trust established by
the Company or any Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or 

  
 79 








 (C) any distribution or dividend from an Unrestricted Subsidiary; plus

 (6) in the event any Unrestricted Subsidiary of the Company has been redesignated as a Restricted Subsidiary or has been
merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company, in each case after the Issue Date, the Fair Market Value of the Investment of the
Company in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), other than in each case to the extent that the designation of such Subsidiary as an
Unrestricted Subsidiary was made pursuant to Section 3.4(b)(x) or constituted a Permitted Investment. 
 (b) The provisions of
Section 3.4(a) will not prohibit: 
 (i) the payment of any dividend or distribution or consummation of any redemption
within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with this Section 3.4; 

(ii) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital
Stock”) of the Company or any direct or indirect parent of the Company, or Subordinated Indebtedness, in exchange for, or out of the proceeds of the issuance or sale of, Equity Interests of the Company or any direct or indirect parent of
the Company or contributions to the equity capital of the Company (other than Excluded Equity) (collectively, including any such contributions, “Refunding Capital Stock”); 

(b) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the issuance or sale
(other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock; and 

(c) if immediately prior to the retirement of the Retired Capital Stock, the declaration and payment of dividends thereon was
permitted under Section 3.4(b)(vi) and has not been made as of such time (the “Unpaid Amount”), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which
were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of the Company or any direct or indirect parent of the Company) in an aggregate amount no greater than the Unpaid Amount; 

(iii) the payment, purchase, redemption, defeasance, repurchase or other acquisition or retirement of Subordinated Indebtedness
made by exchange for, or out of the proceeds of the Incurrence of, Refinancing Indebtedness thereof; 

  
 80 








 (iv) the purchase, retirement, redemption or other acquisition (or Restricted
Payments to the Company or any direct or indirect parent of the Company to finance any such purchase, retirement, redemption or other acquisition) for value of Equity Interests (including related stock appreciation rights or similar securities) of
the Company or any direct or indirect parent of the Company held directly or indirectly by any future, present or former employee, officer, director, manager, consultant or independent contractor of the Company or any direct or indirect parent of
the Company or any Subsidiary of the Company or any Related License Corporation or their estates, heirs, family members, spouses or former spouses or permitted transferees (including for all purposes of this clause (iv), Equity Interests held by any
entity whose Equity Interests are held by any such future, present or former employee, officer, director, manager, consultant or independent contractor or their estates, heirs, family members, spouses or former spouses or permitted transferees)
pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement or any stock subscription or shareholder or similar agreement; provided, however, that, except with
respect to non-discretionary purchases, the aggregate amounts paid under this clause (iv) shall not exceed $25.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the next
succeeding calendar year); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed: 

(a) the cash proceeds received by the Company from the issuance or sale of Equity Interests (other than Disqualified Stock) of
the Company or any direct or indirect parent of the Company (to the extent contributed to the Company), in each case, to any future, present or former employees, officers, directors, managers, consultants or independent contractors of the Company or
its Subsidiaries or any direct or indirect parent of the Company or any Related License Corporation that occurs after the Issue Date; provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other
acquisition or dividend will not increase the amount available for Restricted Payments under Section 3.4(a)(C); plus 

(b) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries or any direct
or indirect parent of the Company (to the extent contributed to the Company) after the Issue Date; plus 
 (c) the
amount of any cash bonuses otherwise payable to employees, officers, directors, managers, consultants or independent contractors of the Company or its Subsidiaries or any direct or indirect parent of the Company or any Related License Corporation
that are foregone in return for the receipt of Equity Interests; less 
 (d) the amount of cash proceeds described in
clause (a), (b) or (c) of this Section 3.4(b)(iv) previously used to make Restricted Payments pursuant to this Section 3.4(b)(iv); provided that the Company may elect to apply all or any portion of the aggregate increase
contemplated by clauses (a), (b) and (c) of this Section 3.4(b)(iv) in any calendar year; 

  
 81 








 in addition, cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from
any future, current or former officer, director, employee, manager, consultant or independent contractor (or any permitted transferees thereof) of the Company or any of its Subsidiaries or any direct or indirect parent company thereof or any Related
License Corporation, in connection with a repurchase of Equity Interests of the Company or any direct or indirect parent of the Company from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any
other provisions of this Indenture; 
 (v) the declaration and payment of dividends or distributions to holders of any class
or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries and any class or series of Preferred Stock of any Restricted Subsidiaries issued or Incurred in accordance with Section 3.3; 

(vi) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock
(other than Disqualified Stock) and the declaration and payment of dividends to the Company or any direct or indirect parent of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of
Designated Preferred Stock (other than Disqualified Stock) of the Company or any direct or indirect parent of the Company issued after the Issue Date; provided, however, that (A) in the case of Designated Preferred Stock of the
Company, for the most recently ended eight full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the
payment of dividends or distributions) and any other related transactions on a Pro Forma Basis, the Consolidated Total Net Debt Ratio of the Company would have been no greater than 7.00 to 1.00 and (B) in the case of Designated Preferred
Stock of any direct or indirect parent of the Company, the aggregate amount of dividends declared and paid pursuant to this clause (vi) does not exceed the net cash proceeds actually received by the Company from the sale (or the contribution of
the net cash proceeds from the sale) of Designated Preferred Stock; 
 (vii) any Restricted Payments made pursuant to
agreements entered into in connection with the consummation of the Publishing Spin; 
 (viii) Restricted Payments in an
aggregate amount per fiscal quarter of the Company not to exceed $0.30 per share (as such amount shall be appropriately adjusted for any stock splits, stock dividends, reverse stock splits, stock considerations and similar transactions) of common
stock of the Company (or, if the Company is a Subsidiary of a Permitted Parent, for each share of common stock of the Permitted Parent that is not a Subsidiary of any other Permitted Parent) outstanding as of the record date for such Restricted
Payment; 
 (ix) Restricted Payments in an aggregate amount not to exceed the aggregate amount of Excluded Contributions;


  
 82 








 (x) other Restricted Payments (including loans or advances) in an aggregate
amount taken together with all other Restricted Payments made pursuant to this clause (x) not to exceed an amount (net of repayments of any such loans or advances) equal to the greater of (x) $250.0 million and
(y) 2.50% of Consolidated Total Assets, at any one time outstanding; 
 (xi) the payment, purchase, redemption,
defeasance or other acquisition or retirement for value of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of the Company and its Restricted Subsidiaries pursuant to provisions similar to Section 3.7 and Section 3.9;
provided that, prior to such payment, purchase, redemption, defeasance or other acquisition or retirement for value, the Company (or a third party to the extent permitted by this Indenture) have made a Change of Control Offer or Asset Sale
Offer, as the case may be, with respect to the Notes as a result of such Change of Control or Asset Sale, as the case may be, and have paid, repurchased, redeemed, defeased, acquired or retired all Notes validly tendered and not withdrawn in
connection with such Change of Control Offer or Asset Sale Offer, as the case may be; 
 (xii) if, at any time, the Company
is a member of a group filing a consolidated, combined, affiliated or unitary income tax return with any direct or indirect parent of the Company, Restricted Payments to such direct or indirect parent of the Company to pay U.S. federal, foreign,
state and local income taxes imposed on such entity to the extent such income taxes are attributable to the income of the Company and its Subsidiaries; provided, however, that the amount of such payments in respect of any tax year does not,
in the aggregate, exceed the amount that the Company and its Subsidiaries that are members of such consolidated, combined, affiliated or unitary group would have been required to pay in respect of U.S. federal, foreign, state and local income taxes
(as the case may be) in respect of such year if the Company and its Subsidiaries paid such income taxes directly on a separate company basis or as a stand-alone consolidated, combined, affiliated or unitary income tax group for such year (reduced by
any such taxes paid directly by the Company or any Subsidiary, and determined as if the Company and its Subsidiaries were never members of such consolidated, combined, affiliated or unitary group with such direct or indirect parent, and were always
either separate company taxpayers or members of a stand-alone consolidated, combined, affiliated or unitary income tax group that includes just the Company and its Subsidiaries); 

(xiii) the declaration and payment of dividends, other distributions or other amounts to, or the making of loans to, any direct
or indirect parent, in the amount required for such entity to, if applicable: 
 (a) pay amounts equal to the amounts
required for any direct or indirect parent of the Company to pay fees and expenses (including Related Taxes), customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, future, present or former officers,
employees, directors, managers, consultants or independent contractors of any direct or indirect parent of the Company, if applicable, and general corporate operating (including, without limitation, expenses related to auditing and other accounting
matters) and overhead costs and expenses of any direct or indirect parent of the Company, if 

  
 83 








 
applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the Company and its Subsidiaries; 

(b) pay, if applicable, amounts equal to amounts required for any direct or indirect parent of the Company to pay interest
and/or principal on Indebtedness the proceeds of which have been contributed to the Company (other than as Excluded Equity) and that has been guaranteed by, and is otherwise considered Indebtedness of, the Company or any Restricted Subsidiary
Incurred in accordance with Section 3.3 (except to the extent any such payments have otherwise been made by the Company or any such Guarantor); 

(c) pay fees and expenses Incurred by any direct or indirect parent of the Company related to (i) the maintenance
of such parent entity of its corporate or other entity existence and performance of its obligations under this Indenture and similar obligations under any Credit Agreement, (ii) any unsuccessful equity or debt offering of securities of
such parent entity and (iii) any equity or debt issuance, Incurrence or offering, any disposition or acquisition or any investment transaction by the Company or any of its Restricted Subsidiaries (or any acquisition of or investment in
any business, assets or property that will be contributed to the Company or any of its Restricted Subsidiaries as part of the same or a related transaction) permitted by this Indenture; 

(d) pay franchise and excise taxes and other fees, taxes and expenses in connection with any ownership of the Company or any of
its Subsidiaries or required to maintain their organizational existences; and 
 (e) finance, or to make payments to any
other direct or indirect parent of the Company to finance, any Investment that, if consummated by the Company or any Restricted Subsidiary, would be a Permitted Investment; provided that (i) such Restricted Payment is made
substantially concurrently with the closing of such Investment and (ii) promptly following the closing thereof, such direct or indirect parent of the Company causes (x) all property acquired (whether assets or Equity
Interests) to be contributed to the Company or any Restricted Subsidiary or (y) the merger, consolidation or amalgamation (to the extent permitted by Article IV) of the Person formed or acquired into the Company or any Restricted
Subsidiary in order to consummate such acquisition or Investment, in each case, in accordance with the requirements of Section 3.10; 

(xiv) the payment of cash dividends or other distributions on the Company’s Capital Stock used to, or the making of loans
to any direct or indirect parent of the Company to, fund the payment of fees and expenses owed by the Company or any direct or indirect parent or Restricted Subsidiary of the Company, as the case may be, to Affiliates, in each case to the extent
permitted by Section 3.8; 

  
 84 








 (xv) (i) repurchases of Equity Interests deemed to occur upon
exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants, (ii) payments made or expected to be made by the Company or any Restricted Subsidiary in respect of
withholding or similar taxes payable or expected to be payable by any future, present or former director, officer, employee, manager, consultant or independent contractor of the Company or any direct or indirect parent of the Company or any
Subsidiary of the Company or any Related License Corporation (or their respective Affiliates, estates or immediate family members) in connection with the exercise of stock options or the grant, vesting or delivery of Equity Interests and
(iii) loans or advances to officers, directors, employees, managers, consultants and independent contractors of the Company or any direct or indirect parent of the Company or any Subsidiary of the Company or any Related License
Corporation in connection with such Person’s purchase of Equity Interests of the Company or any direct or indirect parent of the Company; provided that no cash is actually advanced pursuant to this clause (iii) other than to pay
taxes due in connection with such purchase, unless immediately repaid; 
 (xvi) purchases of receivables pursuant to a
Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees; 

(xvii) payments or distributions to satisfy dissenters’ rights, pursuant to or in connection with a consolidation, merger,
amalgamation or transfer of assets that complies with the provisions of this Indenture; 
 (xviii) the distribution, as a
dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

 (xix) the payment of cash in lieu of the issuance of fractional shares of Equity Interests in connection with any merger,
consolidation, amalgamation or other business combination, or in connection with any dividend, distribution or split of, or upon exercise, conversion or exchange of Equity Interests, warrants, options or other securities exercisable or convertible
into, Equity Interests of the Company or any direct or indirect parent of the Company; 
 (xx) Investments in Unrestricted
Subsidiaries in an aggregate amount, taken together with all other Investments made pursuant to this clause (xx) that are at the time outstanding not to exceed the greater of $325.0 million and 3.05% of Consolidated Total Assets; 

(xxi) Restricted Payments (other than Investments) (i) of property consisting of Excluded Disposition Assets and
(ii) of the Equity Interests of any Excluded Disposition Subsidiary; 
 (xxii) Restricted Payments with the
Excluded Disposition Credit; 

  
 85 








 (xxiii) [intentionally omitted]; and 

(xxiv) any Restricted Payment; provided that on a Pro Forma Basis after giving effect to such Restricted Payment and any
related transactions the Consolidated Total Net Debt Ratio would be equal to or less than 3.00 to 1.00; 
 provided, however, that at the time
of, and after giving effect to, any Restricted Payment permitted under Section 3.4(b)(x) and Section 3.4(b)(xxiv), no Event of Default shall have occurred and be continuing or would occur as a consequence thereof. For purposes of clauses
(xii), (xiii) and (xv) of Section 3.4(b), taxes and Related Taxes shall include all interest and penalties with respect thereto and all additions thereto. 

As of the Issue Date, all of the Company’s Subsidiaries (other than IL-700 West Chicago Avenue, LLC, TREH 200 E. Las Olas Member, LLC,
Riverwalk Center I Joint Venture and TREH 200 E. Las Olas Holdco, LLC) are Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to Section 3.14. Other than in the
case of the designation of an Excluded Disposition Subsidiary, for purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will only be permitted
if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the covenants
set forth in this Indenture. 
 For purposes of this Section 3.4, if any Investment or Restricted Payment (or a portion thereof) would
be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Company may divide and classify such Investment or Restricted Payment (or a
portion thereof) in any manner that complies with this Section 3.4 and may later divide and reclassify any such Investment or Restricted Payment to the extent the Investment or Restricted Payment (as so divided and/or reclassified) would be
permitted to be made in reliance on the applicable exception as of the date of such reclassification. 
 SECTION 3.5 Liens. 

(a) The Company will not, and will not permit any Guarantor to, directly or indirectly, create, Incur or suffer to exist any Lien securing
Indebtedness (other than Permitted Liens) on any asset or property of the Company or such Guarantor, unless (1) in the case of Liens securing Subordinated Indebtedness, the Notes and any applicable Guarantee are secured by a Lien on such
property or assets and the proceeds thereof that is senior in priority to such Liens; or (2) in all other cases, the Notes and the applicable Guarantee are secured by a Lien on such property or assets and the proceeds thereof equally and
ratably with or prior to such Liens. 

  
 86 








 (b) Any Lien which is granted to secure the Notes or such Guarantee under Section 3.5(a)
shall be automatically and unconditionally released and discharged at the same time as the release of the Lien (other than a release following enforcement of remedies in respect of such Lien or the Obligations secured by such Lien) that gave rise to
the obligation to secure the Notes or such Guarantee under Section 3.5(a). 
 (c) With respect to any Lien securing Indebtedness that
was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall
mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional
Indebtedness with the same terms, accretion of original issue discount or liquidation preference, the Related Costs Incurred or payable in connection therewith and increases in the amount of Indebtedness outstanding solely as a result of
fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness. 
 SECTION 3.6 Dividend and
Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to: 

(a) (i) pay dividends or make any other distributions to the Company or any Guarantor on its Capital Stock; or (ii) pay
any Indebtedness owed to the Company or any Guarantor; 
 (b) make loans or advances to the Company or any Guarantor; or 

(c) sell, lease or transfer any of its properties or assets to the Company or any Guarantor; 

except in each case for such encumbrances or restrictions existing under or by reason of: 

(i) contractual encumbrances or restrictions of the Company or any of its Restricted Subsidiaries in effect on the Issue Date,
including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to Section 3.3(b)(iii); 

(ii) this Indenture, the Initial Notes and the Guarantees thereof; 

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

(iv) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Company
or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary which was in existence at the time of such acquisition (or at the time it merges, amalgamates or 


  
 87 








 
consolidates with or into the Company or any Restricted Subsidiary or is designated a Restricted Subsidiary) or assumed in connection with the acquisition of assets from such Person (but, in each
case, not created in contemplation thereof), 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 or designated;
provided that for purposes of this clause (iv), if a Person other than the Company or such Restricted Subsidiary is the Successor Company with respect thereto, any Subsidiary of such Person, or any agreement or instrument of such Person or
any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; 

(v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such
assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets
of such Restricted Subsidiary; 
 (vi) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; 
 (vii) customary provisions in (x) joint venture
agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in
connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; 

(viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course
of business, to the extent such obligations impose restrictions of the nature discussed in Section 3.6(c) on the property so acquired; 

(ix) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements
entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in Section 3.6(c) on the property subject to such lease; 

(x) any encumbrance or restriction effected in connection with a Qualified Receivables Financing that, in the good faith
determination of the Company, are necessary or advisable to effect such Qualified Receivables Financing; 
 (xi) other
Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary of the Company that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and
restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined by the Company in good faith) or (ii) such
encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or the Senior Credit Agreement (as determined
by the Company in good faith); 

  
 88 








 (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise
permitted to be Incurred pursuant to Section 3.3 and Section 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; 

(xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that, individually or in the aggregate, (x) do not detract from the value of the property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary or
(y) do not materially affect the Company’s ability to make future principal or interest payments on the Notes, in each case under this clause (xiii), as determined by the Company in good faith; 

(xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating
solely to the applicable joint venture; 
 (xv) existing under, by reason of or with respect to Refinancing Indebtedness;
provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, than those contained in the
agreements governing the Indebtedness being Refinanced; and 
 (xvi) any encumbrances or restrictions of the type referred to
in clauses (a), (b) and (c) of this Section 3.6 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred
to in clauses (i) through (xv) of this Section 3.6; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing. 
 For purposes of determining compliance with this Section 3.6, (i) the priority of any
Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and
(ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to
make loans or advances. 

  
 89 








 SECTION 3.7 Asset Sales. 

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

(i) the Company or any of its Restricted Subsidiaries, as the case may be, receives consideration (including by way of relief
from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the Fair Market Value (on the date a legally binding commitment for such Asset Sale was entered
into) of the assets sold or otherwise disposed of; and 
 (ii) except in the case of a Permitted Asset Swap, at least 75% of
the consideration therefor, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement
Assets; provided, however, that the amount of: 
 (1) any liabilities (as shown on the Company’s most recent
consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s consolidated balance sheet or in the
footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Company) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms
subordinated to the Notes or the Guarantees, that are assumed by the transferee of any such assets or Equity Interests (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement
that releases the Company or such Restricted Subsidiary from such liabilities; 
 (2) any notes or other obligations or other
securities or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or
Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days of the receipt thereof; and 
 (3)
any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this
clause (3) that is at that time outstanding, not to exceed the greater of (x) $125.0 million and (y) 1.25% of Consolidated Total Assets, at the time of the receipt of such Designated Non-cash Consideration (with the
Fair Market Value of each item of Designated Non-cash Consideration being measured on the date a legally binding commitment for such disposition (or, if later, for the payment of such item) was entered into and without giving effect to subsequent
changes in value); 

  
 90 








 shall each be deemed to be Cash Equivalents for the purposes of this clause (ii). 

(b) Within 540 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the
Company or such Restricted Subsidiary may apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option: 

(i) to reduce Obligations under the Senior Credit Agreement and, in the case of revolving loans, to correspondingly reduce
commitments with respect thereto; 
 (ii) to reduce Obligations under Indebtedness (other than Subordinated Indebtedness)
that is secured by a Lien, which Lien is permitted by this Indenture and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; 

(iii) to reduce Obligations under (x) Pari Passu Indebtedness of the Company or the Guarantors (provided
that if the Company or any Guarantor shall so reduce such Obligations under Pari Passu Indebtedness other than the Notes, the Company will (A) equally and ratably reduce Obligations under the Notes as provided in Article V or through
open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (B) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a
purchase price equal to no less than 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, the principal amount of Notes that would be redeemed under clause (A) above) or (y) Indebtedness of a
Non-Guarantor Subsidiary, in each case, other than Indebtedness owed to the Company or another Restricted Subsidiary (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); 

(iv) to make an investment in any one or more businesses (provided that if such investment is in the form of the
acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), assets (other than working capital assets), or property or capital expenditures, in each case used or useful in a
Similar Business; 
 (v) to make an investment in any one or more businesses (provided that if such investment is in
the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), properties (other than working capital assets) or assets (other than working capital assets) that
replace the businesses, properties and/or assets that are the subject of such Asset Sale; or 
 (vi) any combination of the
foregoing; 
 provided that (x) the Company and its Restricted Subsidiaries will be deemed to have applied the Net Cash Proceeds pursuant
to the provisions described in clauses (iv) and (v) of this Section 3.7(b) if and to the extent that, within 540 days after the receipt of the Net Cash Proceeds of an 

  
 91 








 
Asset Sale, the Company or a Restricted Subsidiary, as applicable, has entered into and not abandoned or rejected a binding agreement to make an investment pursuant to the provision described in
clauses (iv) and (v) of this Section 3.7(b), and that investment is thereafter completed within 720 days following receipt of such Net Cash Proceeds (provided, that if such investment relates to an acquisition by the Company or
any of its Restricted Subsidiaries (whether as a result of an Investment, a Permitted Asset Swap or otherwise) and as of the last day of such 540 day period or 720 day period, as applicable (as each such period may be extended pursuant to this
proviso), the sole unsatisfied condition precedent to closing such acquisition (other than any condition that by its terms cannot be satisfied prior to the closing date thereof and immaterial conditions relating to the delivery of certificates,
legal opinions and other closing documentation) is the issuance by the FCC of a Final Order with respect to such acquisition, each period specified above shall be extended by a further 90 days) and (y) the Company or any Restricted
Subsidiary may elect to make an investment pursuant to clauses (iv) and (v) of this Section 3.7(b) prior to receiving Net Cash Proceeds attributable to any given Asset Sale (provided that such investment shall be made no
earlier than the earliest of notice to the Trustee of the relevant Asset Sale, execution of a definitive agreement for the relevant Asset Sale, and consummation of the relevant Asset Sale) and deem the amount so invested to be applied pursuant to
and in accordance with either or both of such clauses with respect to such Asset Sale. 
 (c) Pending the final application of any such
amount of Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this
Indenture. Any amount of the Net Cash Proceeds from any Asset Sale that is not invested or applied as provided and within the time period set forth in Section 3.7(b) will be deemed to constitute “Excess Proceeds”;
provided that any amount of proceeds offered to Holders pursuant to Section 3.7(b)(iii) or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be deemed to
be Excess Proceeds without regard to the extent to which such offer is accepted by the Holders. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all
Holders of Notes and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of such Notes and Pari Passu Indebtedness, as appropriate, on a pro rata basis,
that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100.0% of the principal amount thereof (or in the event such Pari Passu Indebtedness was issued with original issue discount, 100.0% of the accreted
value thereof), plus accrued and unpaid interest and additional interest, if any (or such lesser price, if any, as may be provided by the terms of such Pari Passu Indebtedness), to (but not including) the date fixed for the closing of such offer, in
accordance with the procedures set forth in this Indenture and the agreement governing such Pari Passu Indebtedness. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess
Proceeds exceed $50.0 million by transmitting electronically or by mailing to the Holders the notice required pursuant to the terms of this Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC. The Company
may satisfy the foregoing obligations with respect to such Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds at any time prior to the expiration of the application period or by electing to make
an Asset Sale Offer with respect to such Net Cash Proceeds before the Excess Proceeds exceed $50.0 million. 

  
 92 








 (d) To the extent that the aggregate amount of Notes and any other Pari Passu Indebtedness
tendered or otherwise surrendered in connection with an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal
amount of Notes and Pari Passu Indebtedness tendered or otherwise surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company or its agent shall select such Pari Passu Indebtedness to be
purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. To the extent the Excess Proceeds exceed the outstanding aggregate principal amount of the Notes (and, if
required by the terms thereof, all Pari Passu Indebtedness), the Company need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Pari Passu Indebtedness), and any additional Excess Proceeds shall
not be subject to this covenant and shall be permitted to be used for any purpose in the Company’s discretion. 
 (e) The Company will
comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the purchase of the Notes pursuant to an Asset Sale Offer. To
the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
under this Indenture by virtue thereof. 
 (f) The provisions under this Indenture relating to the Company’s obligation to make an offer
to purchase the Notes as a result of an Asset Sale, including the definition of “Asset Sale,” may be waived or modified at any time (including after Net Cash Proceeds have been received) with the written consent of the Holders of a
majority in principal amount of the Notes then outstanding. 
 (g) If more Notes are tendered pursuant to an Asset Sale Offer than the
Company is required to purchase, selection of such Notes for purchase will be made in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (to the extent the Trustee knows of such
listing) or if such Notes are not listed, on a pro rata basis (with adjustments so that only Notes in denominations of the Minimum Denomination or integral multiples of $1,000 in excess thereof shall be purchased), by lot or by such other method as
the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that the selection of Notes for purchase shall not result in a Noteholder with a principal amount of Notes less than the
Minimum Denomination. No Note will be repurchased in part if less than the Minimum Denomination of such Note would be left outstanding. 

(h) Notices of an Asset Sale Offer shall be mailed by first-class mail, postage prepaid, or sent electronically, at least 10 but not more than
60 days before the Purchase Date to each Holder of Notes at such Holder’s registered address or otherwise in accordance with DTC procedures, except that such notice may be delivered more than 60 days prior to the Purchase Date if such purchase
is delayed because the receipt by the Company of the relevant Net Cash Proceeds has been delayed, in which case the Purchase Date shall be the date on which the Net Cash Proceeds are received. If any Note is to be purchased in part only, any notice
of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased. 

  
 93 








 (i) A new Note in principal amount equal to the unpurchased portion of any Note purchased in part
will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the Purchase Date, unless the Company defaults in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof
purchased. 
 SECTION 3.8 Transactions with Affiliates. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, 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 or series of transactions, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million, unless: 

(i) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and 

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $50.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company or any direct or indirect parent of the Company, approving such Affiliate Transaction,
together with an Officer’s Certificate certifying such resolution. 
 (b) For purposes of Section 3.8(a), any Affiliate Transaction
shall be deemed to have satisfied the requirements set forth in Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors. 

(c) The provisions of Section 3.8(a) will not apply to the following: 

(i) (a) transactions between or among the Company and/or any of its Restricted Subsidiaries (or an entity that
becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger, amalgamation or consolidation of the Company and any direct or indirect parent of the Company, provided that such parent entity shall have no
material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or another parent of the Company and such merger, amalgamation or consolidation is otherwise in compliance with the terms of this
Indenture; 
 (ii) (a) Restricted Payments permitted by this Indenture (including any transaction specifically
excluded from Sections 3.4(a)(i) through (iv), including pursuant to the exceptions contained in Sections 3.4(a)(i) through (iv) and the parenthetical exclusions of Sections 3.4(a)(i) through (iv)) and (b) Permitted Investments;


  
 94 








 (iii) transactions in which the Company or any of its Restricted Subsidiaries, as
the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of
Section 3.8 (a)(i); 
 (iv) payments, loans, advances or guarantees (or cancellation of loans, advances or
guarantees) to future, present or former employees, officers, directors, managers, consultants or independent contractors of the Company or any Subsidiary or any Related License Corporation (or of any direct or indirect parent of the Company) or
guarantees in respect thereof for bona fide business purposes or in the ordinary course of business; 
 (v) any agreement or
arrangement as in effect as of the Issue Date or as thereafter amended, supplemented or replaced (to the extent such amendment, supplement or replacement agreement is not materially more disadvantageous to the Holders, in the good faith judgment of
the Company, when taken as a whole as compared to the original agreement as in effect on the Issue Date) or any transaction or payments contemplated thereby; 

(vi) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the
terms of any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date or similar transactions, arrangements or agreements which it may enter
into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, arrangement or agreement or
under any similar transaction, arrangement or agreement entered into after the Issue Date shall only be permitted by this clause (vi) to the extent that the terms of any such existing transaction, arrangement or agreement, together with all
amendments thereto, taken as a whole, or new transaction, arrangement or agreement are not otherwise more disadvantageous to the Holders in any material respect, in the good faith judgment of the Company, when taken as a whole as compared with the
original transaction, arrangement or agreement as in effect on the Issue Date; 
 (vii) transactions with customers, clients,
suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries (as reasonably
determined by the Company) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as reasonably determined by the Company); 

(viii) any transaction effected as part of a Qualified Receivables Financing; 

  
 95 








 (ix) the sale, issuance or transfer of Equity Interests (other than Disqualified
Stock) of the Company; 
 (x) any contribution to the capital of the Company (other than Disqualified Stock) or any
investments by a direct or indirect parent of the Company in Equity Interests (other than Disqualified Stock) of the Company (and payment of reasonable out-of-pocket expenses Incurred by a direct or indirect parent of the Company in connection
therewith); 
 (xi) any transaction with a Person (other than an Unrestricted Subsidiary) that would constitute an Affiliate
Transaction solely because the Company or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that, no Affiliate of the Company or any of its Subsidiaries other than the Company or a Restricted
Subsidiary shall have a beneficial interest or otherwise participate in such Person; 
 (xii) transactions between the
Company or any of its Restricted Subsidiaries and any Person that would constitute an Affiliate Transaction solely because such Person is a director or such Person has a director which is also a director of the Company or any direct or indirect
parent of the Company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent of the Company, as the case may be, on any matter involving such other Person; 

(xiii) the entering into of any tax sharing agreement or arrangement; 

(xiv) transactions to effect the Transactions and the payment of all transaction, underwriting, commitment and other fees and
expenses related to the Transactions; 
 (xv) pledges of Equity Interests of Unrestricted Subsidiaries; 

(xvi) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company or of a direct or indirect parent of the Company or of a
Restricted Subsidiary, as appropriate, in good faith; 
 (xvii)(i) any employment, consulting, service or
termination agreement, or customary reimbursement and indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with current, former or future officers, directors, employees, managers, consultants and
independent contractors of the Company or any of its Subsidiaries or any Related License Corporation (or of any direct or indirect parent of the Company to the extent such agreements or arrangements are in respect of services performed for the
Company or any of Subsidiaries or any Related License Corporation), (ii) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current, former
or future officers, directors, employees, managers, consultants and independent 

  
 96 








 
contractors of the Company or any of its Subsidiaries or of any direct or indirect parent of the Company or of any Related License Corporation and (iii) any payment of compensation or
other employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers current, former or future officers, directors, employees, managers, consultants and independent contractors of the Company or any
of its Subsidiaries or any direct or indirect parent of the Company or any Related License Corporation (including amounts paid pursuant to any management equity plan or any other management or employee benefit plan or agreement or any stock
subscription or shareholder agreement, stock option or similar plans and any successor plan thereto and any supplemental executive retirement benefit plans or arrangements), in each case, in the ordinary course of business or as otherwise approved
in good faith by the Board of Directors of the Company or of a Restricted Subsidiary or a direct or indirect parent of the Company, as appropriate; 

(xviii) investments by Affiliates in Indebtedness or Equity Interests of the Company or any of its Subsidiaries (and payment of
reasonable out-of-pocket expenses incurred by any direct or indirect parent of the Company in connection therewith), so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or Equity Interests, and transactions
with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, to the extent such transaction is with all holders of such class (and there are such non-Affiliate holders) and such
Affiliates are treated no more favorably than all other holders of such class generally; 
 (xix) the existence of, or the
performance by the Company or any of its Restricted Subsidiaries of their obligations under the terms of, any customary registration rights agreement to which they are a party or become a party in the future; 

(xx) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary
course of business; 
 (xxi) any lease entered into between the Company or any Restricted Subsidiary and any Affiliate of the
Company in the ordinary course of business; 
 (xxii) intellectual property licenses in the ordinary course of business; 

(xxiii) [intentionally omitted]; 

(xxiv) any agreements or arrangements entered into in connection with any transaction permitted pursuant to
Section 3.4(b)(xxi) or clauses (w) or (x) of the definition of “Asset Sale”; and 
 (xxv)
transactions between the Company or any Restricted Subsidiary and any Related License Corporation consistent with customary industry practices as determined by the Company in good faith, made in the ordinary course of business or made pursuant to a
Related License Corporation Management Agreement. 

  
 97 








 SECTION 3.9 Change of Control Triggering Event. 

(a) Upon the occurrence of a Change of Control Triggering Event with respect to any series of Notes, each Holder of such Notes of such series
shall have the right to require the Company to purchase all or any part of such Holder’s Notes of such series at a purchase price in cash (the “Change of Control Payment”) equal to 101.0% of the principal amount thereof, plus
accrued and unpaid interest, if any, to (but not including) the date of purchase (subject to the right of Holders of record of each applicable series on the relevant record date to receive interest due on the relevant Interest Payment Date falling
prior to or on the Purchase Date), except to the extent the Company has previously elected to redeem all of the Notes of such series pursuant to Article V. 

The Trustee shall have no responsibility to track ratings. 

(b) Prior to or within 30 days following any Change of Control Triggering Event, except to the extent that the Company has exercised its right
to redeem all of the Notes of the applicable series pursuant to Article V, the Company shall deliver a notice (a “Change of Control Offer”) to each Holder of the applicable series with a copy to the Trustee or otherwise in
accordance with the procedures of DTC, describing: 
 (i) that a Change of Control Triggering Event has occurred or may occur
and that such Holder has, or upon such occurrence will have, the right to require the Company to purchase such Holder’s Notes of such series at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid
interest, if any, to (but not including) the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date falling prior to or on the Purchase Date); 

(ii) the transaction or transactions that constitute or are expected to constitute such Change of Control Triggering Event;

 (iii) the Purchase Date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is given,
except that such notice may be given more than 60 days prior to the Purchase Date if the Purchase Date is delayed as provided in Section 3.9(b)(ix)) (the “Change of Control Payment Date”); 

(iv) that any Note not properly tendered will remain outstanding and continue to accrue interest; 

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

  
 98 








 (vii) that Holders will be entitled to withdraw their tendered Notes and their
election to require the Company to purchase such Notes, provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, a telegram, telex, facsimile transmission, e-mail or letter setting forth the
name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; 

(viii) that if the Company is purchasing less than all of the Notes, the Holders of the remaining Notes will be issued new
Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; 

(ix) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of
Control Offer is conditional on the occurrence of such Change of Control Triggering Event and that the Change of Control Payment Date may, in the Company’s discretion, be delayed until such time as the Change of Control Triggering Event has
occurred; and 
 (x) the other instructions determined by the Company, consistent with this covenant, that a Holder must
follow in order to have its Notes purchased. 
 (c) [Intentionally omitted.] 

(d) [Intentionally omitted.] 
 (e)
[Intentionally omitted.] 
 (f) Notwithstanding the foregoing provisions of this Section 3.9, the Company will not be required to make a
Change of Control Offer upon a Change of Control Triggering Event 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. 
 (g) A
Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event. 

(h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of any series validly tender and do not withdraw
such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 3.9(f), purchases all of the Notes of such series validly tendered and not withdrawn by such
Holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes of such
series that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of the redemption. 

  
 99 








 (i) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the
Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 3.9. To the extent that the provisions of any securities laws or regulations conflict with provisions of this
Section 3.9, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.9 by virtue of such compliance. 

(j) On the Change of Control Payment Date, the Company will, to the extent permitted by law, 

(i) accept for payment all Notes issued by the Company or portions thereof validly tendered pursuant to the Change of Control
Offer; 
 (ii) deposit with the Paying Agent an amount equal to the aggregate 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 for cancellation the
Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company. 

(k) The provisions of this Indenture relating to the Company’s obligation to make an offer to purchase the Notes as a result of a Change
of Control Triggering Event, including the definition of “Change of Control,” may be waived or modified at any time (including after a Change of Control) with the written consent of the Holders of a majority in principal amount of the
Notes then outstanding. 
 SECTION 3.10 Additional Guarantors. 

(a) If, after the Issue Date, (x) any Restricted Subsidiary that is a Domestic Subsidiary (including any newly formed, newly
acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor enters into any guarantee of or otherwise Incurs any Indebtedness under the Senior Credit Agreement or guarantees any
capital markets Indebtedness of the Company or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $150.0 million (“Certain Capital Markets Debt”) or (y) the Company otherwise elects
to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company shall cause such Restricted Subsidiary, (in the case of clause (x)) within 25 Business Days of the date that such Indebtedness has been guaranteed, to
execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture governing the Notes providing for a Guarantee by such Restricted Subsidiary that (in the case of
clause (x)) ranks pari passu (on an unsecured basis) with such Indebtedness or such guarantee of such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt so Incurred or provided by such Restricted
Subsidiary. A form of supplemental indenture for such purpose is attached as Exhibit E hereto. 

  
 100 








 (b) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be
guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally. 
 (c) Each Guarantee shall be released upon the terms and in accordance with the provisions of Article X. 

SECTION 3.11 [Reserved]. 

SECTION 3.12 Compliance Certificate; Statement by Officers as to Default. The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the Issue Date, an Officer’s Certificate to the effect that to the best knowledge of the signer thereof on behalf of the Company, the Company is or is not in default in the
performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company (through its own action or omission or through the
action or omission of any Guarantor as applicable) shall be in default, specifying all such defaults and the nature and status thereof of which such signer may have knowledge. Following qualification of this Indenture under the TIA,
(i) each Guarantor shall, to the extent required by the TIA, comply with TIA § 314(a)(4), and (ii) the individual signing any certificate given by any Person pursuant to this Section 3.12 shall be the principal
executive, financial or accounting officer of such Person, in compliance with TIA § 314(a)(4). 
 So long as any of the Notes are
outstanding, the Company shall deliver to the Trustee, within 30 days upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking
or proposes to take with respect thereto. 
 SECTION 3.13 [Reserved]. 

SECTION 3.14 Designation of Restricted and Unrestricted Subsidiaries. 

(a) The Board of Directors of the Company or any direct or indirect parent of the Company may designate any Subsidiary of the Company
(including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Company but excluding the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or
Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and
its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender or investor has recourse to any of the assets of the Company or any of its Restricted Subsidiaries; provided, further, however, that either: 

(i) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 

  
 101 








 (ii) if such Subsidiary has consolidated assets greater than $1,000, then such
designation would be permitted under Section 3.4. 
 (b) The Board of Directors of the Company or any direct or indirect parent of the
Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation and any related transactions: 

(x) (1) the Company could Incur $1.00 of additional Indebtedness pursuant to the Consolidated Total Net Debt Ratio test set
forth in Section 3.3(a); or 
 (2) the Consolidated Total Net Debt Ratio for the Company and its Restricted Subsidiaries
would be equal to or less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation; and 

(y) no Event of Default shall have occurred and be continuing. 

(c) Any such designation by the Board of Directors of the Company or any direct or indirect parent of the Company shall be evidenced to the
Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company or any direct or indirect parent of the Company giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with this Section 3.14. 
 SECTION 3.15 Covenant Suspension. 

(a) If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and
(ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension
Event”), the Guarantees will be automatically and unconditionally released and discharged and the Company and its Restricted Subsidiaries will not be subject to the covenants or provisions contained in Section 3.3, Section 3.4,
Section 3.6, Section 3.7, Section 3.8, Section 3.10, Section 4.1(a)(iv), Section 4.1(a)(v) and Section 4.1(b) (collectively, the “Suspended Covenants”). 

(b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any
period of time pursuant to Section 3.15(a) (any such period, a “Suspension Period”), and on any subsequent date (the “Reversion Date”) the Company obtains actual knowledge that one or both of the Rating
Agencies has withdrawn their Investment Grade Rating or downgraded the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under
this Indenture with respect to future events. 

  
 102 








 (c) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net
Cash Proceeds shall be reset at zero. 
 (d) With respect to Restricted Payments made after the Reversion Date, the amount of Restricted
Payments made will be calculated as though Section 3.4 had been in effect prior to, but not during, the Suspension Period; provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, unless
such designation would have complied with Section 3.4 as if Section 3.4 were in effect during such period. All Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have
been Incurred or issued pursuant to Section 3.3(b)(iii). In addition, for purposes of Section 3.8, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the
Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of Section 3.6, all contracts entered into during the Suspension Period prior to such Reversion Date that
contain any of the restrictions contemplated by Section 3.6 will be deemed to have been existing on the Issue Date. 
 (e) During the
Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 3.3 or any provision thereof shall be construed as if such covenant were in effect during the Suspension
Period. 
 (f) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred
as a result of any actions taken by the Company or any Subsidiary (including for the avoidance of doubt any failure to comply with the Suspended Covenants) or other events that occurred during any Suspension Period (or upon termination of the
Suspension Period or after that time arising out of events that occurred or actions taken during the Suspension Period) and the Company and any Subsidiary will be permitted, without causing a Default or Event of Default or breach of any kind under
this Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Date and to consummate the transactions contemplated thereby. 

(g) The Trustee will have no obligation to (i) independently determine or verify if such events have occurred,
(ii) make any determination regarding the impact of actions taken during the Suspension Period on the Company and its Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of any Covenant
Suspension Event or Reversion Date. The Company should give the Trustee written notice of any Covenant Suspension Event and in any event not later than five Business Days after such Covenant Suspension Event has occurred, but failure to so notify
the Trustee shall not invalidate any Covenant Suspension Event and shall not constitute a Default or Event of Default by the Company. In the absence of such notice, the Trustee may assume the Suspended Covenants apply and are in full force and
effect. The Company should give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date, but failure to so notify the Trustee shall not invalidate the occurrence of the Reversion
Date and shall not constitute a Default or Event of Default by the Company. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. 

  
 103 








 ARTICLE IV  

Merger; Consolidation or Sale of Assets 

SECTION 4.1 When the Company May Merge or Otherwise Dispose of Assets. 

(a) The Company may not consolidate, merge or amalgamate with or into or wind up into (whether or not the Company is the surviving Person), or
sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to any Person unless: 

(i) the Company is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or
winding up (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the
United States, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”); 

(ii) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under this
Indenture and the Notes pursuant to supplemental indentures or other documents or instruments; 
 (iii) immediately after
giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such
Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; 

(iv) immediately after giving Pro Forma Effect to such transaction and any related transactions, either: 

(1) the Company (or, if applicable, the Successor Company) would be permitted to Incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Total Net Debt Ratio test set forth in Section 3.3(a) or 
 (2) the
Consolidated Total Net Debt Ratio of the Company (or, if applicable, the Successor Company thereto) would be equal to or less than the Consolidated Total Net Debt Ratio of the Company immediately prior to giving Pro Forma Effect to such transaction
and any related transactions; 
 (v) if the Successor Company is other than the Company, each Guarantor, unless it is the
other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and 

  
 104 








 (vi) the Company shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or disposition complies with the provisions described in this paragraph; provided that (x) in giving such opinion such counsel may
rely on an Officer’s Certificate as to compliance with the foregoing clauses (iii) and (iv) of this Section 4.1(a) and as to matters of fact, and (y) no Opinion of Counsel will be required for a transaction described
in the second sentence of the immediately following paragraph. 
 The Successor Company will succeed to, and be substituted for, the Company
under this Indenture and the Notes, and the Company will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 4.1(a),
(a) the Company may consolidate or amalgamate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to any Guarantor, (b) the Company may merge, consolidate
or amalgamate with an Affiliate of the Company incorporated or organized solely for the purpose of reincorporating or reorganizing the Company in another state of the United States, the District of Columbia or any territory of the United States to
the extent the principal amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby (unless such increase is permitted by this Indenture), (c) the Company may convert (including by way of merger,
consolidation or amalgamation) into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of a jurisdiction in the United States, (d) the Company or Guarantor may change
its name and (e) any Restricted Subsidiary may merge, amalgamate or consolidate into the Company. 
 (b) Subject to
Section 10.2, each Guarantor will not, and the Company will not permit any Guarantor to, consolidate, merge or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless such consolidation, merger, amalgamation, winding up, sale, assignment, transfer, lease, conveyance
or other disposition is made in compliance with Section 3.7 or which does not constitute an Asset Sale (except pursuant to clause (b) of the definition of “Asset Sale”), or unless: 

(A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or
winding up (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability company or trust organized or
existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); 

(B) the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this
Indenture and such Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments; and 

(C) the Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Trustee an
Officer’s Certificate and an Opinion 

  
 105 








 
of Counsel, each stating that such consolidation, merger, amalgamation or disposition complies with the provisions described in this paragraph; provided that (x) in giving such
opinion such counsel may rely on an Officer’s Certificate as to matters of fact and (y) no Opinion of Counsel will be required for a transaction described in the second sentence of the paragraph below. 

Subject to Article X, the Successor Guarantor will succeed to, and be substituted for, such Guarantor under this Indenture and such
Guarantor’s Guarantee, and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing provisions of this Section 4.1(b),
(1) a Guarantor may merge, consolidate or amalgamate with an Affiliate of the Company incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, the District
of Columbia or any territory of the United States, to the extent the principal amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby (unless such increase is permitted by this Indenture), (2) a
Guarantor may consolidate, merge or amalgamate with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to, another Guarantor or the Company,
(3) a Guarantor may convert (including by way of merger, consolidation or amalgamation) into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of
organization of such Guarantor or the laws of a jurisdiction in the United States, (4) a Guarantor may change its name and (5) any Restricted Subsidiary may merge, amalgamate or consolidate into any Guarantor;
provided, in the case of this clause (5), that the surviving Person is or becomes a Guarantor upon consummation of such merger, amalgamation or consolidation. 

(c) For purposes of Section 4.1(a), the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of
the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a
consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 
 ARTICLE V
 
 Redemption of Notes 

SECTION 5.1 Applicability of Article. Notes of or within any series that are redeemable in whole or in part before their Stated
Maturity shall be redeemable in accordance with their terms and (except as otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.4) in accordance with this Article V. 

SECTION 5.2 Right of Redemption. 

(a) Notes of any series may be redeemed, in whole at any time, or in part from time to time, subject to the conditions and at the Redemption
Prices set forth in Paragraph 6 of the applicable Notes Supplemental Indenture, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the applicable redemption date. 

  
 106 








 (b) In connection with any tender for any series of Notes, if Holders of not less than 90% in
aggregate principal amount of the outstanding Notes of such series validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchases all of the Notes
of such series validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to
redeem all Notes of such series that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid
interest, if any, thereon, to, but excluding, the redemption date. 
 (c) In connection with any redemption of Notes (including with the net
cash proceeds of an Equity Offering), any such redemption or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or waiver by the Company in its sole discretion) of one or more conditions precedent, including, but
not limited to, consummation of any related Equity Offering or Change of Control Triggering Event. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the
Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in
the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed. 

SECTION 5.3 Election to Redeem; Notice to Trustee of Optional and Mandatory Redemptions. 

(a) If the Company elects to redeem Notes pursuant to Section 5.2, the Company should furnish to the Trustee, at least three Business Days
for Global Notes and ten calendar days for Physical Notes before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 5.4, an Officer’s Certificate setting forth (i) the paragraph
or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv) the Redemption
Price, but failure to so notify the Trustee shall not invalidate any notice given in accordance with Section 5.4, and shall not constitute a Default or Event of Default by the Company. The Company may also include a request in such
Officer’s Certificate that the Trustee give the notice of redemption in the Company’s name and at their expense and setting forth the information to be stated in such notice as provided in Section 5.4. The Company shall deliver to the
Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to this Section 5.3. 

(b) Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.4, if
less than all of the Notes are to be 

  
 107 








 
redeemed at any time, the Trustee shall select Notes for redemption in compliance with the requirements of the depository and the principal national securities exchange, if any, on which such
Notes are listed (so long as the Trustee knows of such listing), or if such Notes are not so listed, in accordance with the applicable procedures of the depository on a pro rata basis, by lot or by such other method as the Trustee shall deem fair
and appropriate (and in such manner as complies with applicable legal requirements) in integral multiples of $1,000; provided, that the selection of Notes for redemption shall not result in a Holder with a principal amount of Notes less than
the Minimum Denomination. If any Note is to be purchased or redeemed in part only, the notice of purchase or redemption relating to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed. A
new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the applicable Redemption Date, interest will cease to accrue on Notes or
portions thereof called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the principal of and premium, if any, plus accrued and unpaid interest, if any, on the Notes to be redeemed. 

(c) The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for
partial redemption, the principal amount thereof to be redeemed. 
 (d) For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed. 

SECTION 5.4 Notice of Redemption. Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as
contemplated by Section 2.4, the Company shall give or cause to be given in accordance with the procedures of the Depositary a notice of redemption to each Holder whose Notes are to be redeemed not less than 10 nor more than 60 days prior to a
date fixed for redemption (a “Redemption Date”). At the Company’s written request, the Trustee may give notice of redemption in the Company’s name and at the Company’s expense; provided, however, that
redemption notices may be given more than 60 days prior to a Redemption Date, but not more than a year, prior to such event, if the notice is issued in connection with Article VIII, or if the redemption date is delayed as provided for in
Section 5.2(c). 
 All notices of redemption shall be prepared by the Company and shall state: 

(a) the Redemption Date, 

(b) the Redemption Price and the amount of accrued interest to, but excluding, the Redemption Date payable as provided in
Section 5.6, if any, 
 (c) if less than all outstanding Notes are to be redeemed, the identification of the particular
Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption, 

  
 108 








 (d) in case any Note is to be redeemed in part only, the notice which relates to
such Note shall state that on and after the Redemption Date, upon surrender of such Note, the Holder shall receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed, 

(e) that on the Redemption Date, the Redemption Price (and accrued interest to, but excluding, the Redemption Date payable as
provided in Section 5.6, if any) shall become due and payable upon each such Note, or the portion thereof, to be redeemed, and, unless the Company defaults in making the redemption payment, that interest on Notes called for redemption (or the
portion thereof) shall cease to accrue on and after said date, 
 (f) the place or places where such Notes are to be
surrendered for payment of the Redemption Price and accrued interest, if any, 
 (g) the name and address of the Paying
Agent, 
 (h) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price, 

(i) the CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed
in such notice or printed on the Notes, and 
 (j) the Section of this Indenture pursuant to which the Notes are to be
redeemed. 
 SECTION 5.5 Deposit of Redemption Price. Prior to 12:00 p.m. New York City time, on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.18) an amount of money sufficient to pay the Redemption Price of, and accrued
interest on, all the Notes which are to be redeemed on that date. 
 SECTION 5.6 Notes Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to, but excluding, the Redemption Date),
and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any, to, but excluding, the Redemption Date) such Notes shall cease to bear interest. Upon surrender of any such Note for
redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to, but excluding, the Redemption Date (subject to the rights of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment Date). 

  
 109 








 If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes. 
 If a Redemption
Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the Person in whose name the Note is registered at the close of business on such Regular Record
Date, and no further interest shall be payable to Holders whose Notes shall be subject to redemption by the Company. 
 SECTION 5.7 Notes
Redeemed in Part. Any Note which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 2.8 (with, if the
Company so requires due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the
Trustee upon receipt of an Authentication Order shall authenticate and make available for delivery to the Holder of such Note at the expense of the Company, a new Note or Notes, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered; provided that each such new Note shall be in the Minimum Denomination and integral multiples of $1,000 in excess
thereof. 
 SECTION 5.8 Offer to Repurchase. In the event that, pursuant to Section 3.7, the Company is required to commence an
offer to all Holders to purchase the Notes, including an Asset Sale Offer (an “Offer to Repurchase”), it shall follow the procedures specified below. 

(a) The Offer to Repurchase shall remain open for the period provided for in Section 3.7(h) (the “Offer Period”). No
later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall apply all Excess Proceeds or Net Cash Proceeds, as applicable (the “Offer Amount”), to the purchase of
Notes and such Pari Passu Indebtedness, if any (in each instance, on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Offer to Repurchase. Payment for
any Notes so purchased shall be made pursuant to Section 3.1. 
 (b) If the Purchase Date is on or after a Regular Record Date and on or
before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Offer to Repurchase. 
 (c) Upon the commencement of an Offer to Repurchase, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase. The notice, which shall govern the
terms of the Offer to Repurchase, shall state: 
 (i) that the Offer to Repurchase is being made pursuant to this
Section 5.8 and Section 3.7, and the length of time the Offer to Repurchase shall remain open; 

  
 110 








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

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

(iv) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to
Repurchase shall cease to accrue interest after the Purchase Date; 
 (v) that Holders electing to have a Note purchased
pursuant to an Offer to Repurchase may elect to have Notes purchased in the Minimum Denomination or an integral multiple of $1,000 in excess thereof only; 

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

(viii) that, if the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness, if any, surrendered by
Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and, if applicable, the Company shall select such Pari Passu Indebtedness to be purchased or prepaid, on a pro rata basis based on the principal amount of Notes and Pari
Passu Indebtedness, if any, surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in the Minimum Denomination, or integral multiples of $1,000 in excess thereof, shall be purchased); and 

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 
 (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, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Repurchase, or if less than the Offer Amount has been tendered, all Notes
tendered, and the Company shall deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of 

  
 111 








 
this Section 5.8. The Company or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering
Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate
and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the
Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Repurchase on the Purchase Date. 
 ARTICLE VI
 
 Defaults and Remedies 

SECTION 6.1 Events of Default. Each of the following is an Event of Default: 

(i) a default in any payment of interest on any Note when due continued for 30 days; 

(ii) a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional
redemption, upon required purchase, upon acceleration or otherwise; 
 (iii) the failure by the Company or any of its
Restricted Subsidiaries to comply for 60 days after receipt of the written notice referred to below with any of its obligations, covenants or agreements (other than a default pursuant to clause (i) or clause (ii) of this Section 6.1)
contained in the Notes or this Indenture; provided that in the case of a failure to comply with Section 3.2, such period of continuance of such default or breach shall be 180 days after written notice described in this clause
(iii) has been given; 
 (iv) the failure by the Company or any Restricted Subsidiary to pay the principal amount of any
Indebtedness for borrowed money (other than Indebtedness for borrowed money owing to the Company or a Restricted Subsidiary of the Company) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the
holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid at final maturity or accelerated exceeds $100.0 million or its foreign currency equivalent; 

(v) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 

(1) commences a voluntary case; 

(2) consents to the entry of an order for relief against it in any voluntary case; 

  
 112 








 (3) consents to the appointment of a Custodian of it or for any substantial part
of its property; or 
 (4) makes a general assignment for the benefit of its creditors; 

or takes any comparable action under any foreign laws relating to insolvency; 

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

(1) is for relief against the Company or any Significant Subsidiary in an involuntary case; 

(2) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or 

(3) orders the winding up or liquidation of the Company or any Significant Subsidiary; 

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; 

(vii) failure by the Company or any Significant Subsidiary to pay final and non-appealable judgments aggregating in excess of
$100.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent insurance companies), which judgments are not discharged, waived or stayed for a period of 60 days after
such judgment becomes final and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or 

(viii) the Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms
thereof or of this Indenture), or any Guarantor that is a Significant Subsidiary denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination or discharge of
this Indenture or the release of any such Guarantee in accordance with this Indenture, and such Default continues for 10 days. 
 The
foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body. 
 However, a default under Section 6.1(iii) will not constitute an Event of
Default until the Trustee or the Holders of at least 25.0% in principal amount of outstanding Notes (which contain such defaults, or such other percentage of principal of outstanding Notes containing such default as specified for Note of any series
in the applicable Notes Supplemental Indenture) notify in writing the Company of the default and such default is not cured within the times specified in Section 6.1(iii) after receipt of such notice. 

  
 113 








 The Trustee shall not be charged with knowledge of any Default or Event of Default with respect
to the Notes unless a written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or any Holder of Notes. 

SECTION 6.2 Acceleration. If an Event of Default (other than an Event of Default specified in clause (v) or (vi) of
Section 6.1 with respect to the Company) occurs and is continuing, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.4, the Trustee or the Holders of at least
25.0% in principal amount of outstanding Notes (which contain such defaults) by written notice to the Company may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a
declaration, such principal and interest will be due and payable immediately. If an Event of Default arising from Section 6.1(v) or (vi), with respect to the Company, occurs and is continuing, unless otherwise specified for Notes of any series
in the applicable Notes Supplemental Indenture, as contemplated by Section 2.4, the principal of, premium, if any, and interest on all the Notes (which contain such defaults) will become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. 
 SECTION 6.3 Other Remedies. If an Event of Default occurs and is continuing,
the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes (which contain such defaults) or to enforce the performance of any provision of the Notes, this Indenture (including sums owed to the Trustee
and its agents and counsel) and the Guarantees. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes (which
contain such defaults) or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 

SECTION 6.4 Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes (which
contain such defaults) by written notice to the Trustee may, on behalf of the Holders of all of the Notes (which contain such defaults), waive, rescind or cancel any declaration of an existing or past Default or Event of Default and its consequences
under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of interest on, or the principal of, the applicable Notes (other than such
nonpayment of principal or interest that has become due as a result of 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. 

  
 114 








 In the event of any Event of Default arising from Section 6.1(iv), such Event of Default and
all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if prior to 20 days after such Event of Default arose, the
Company delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived
the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has otherwise been cured. 

SECTION 6.5 Control by Majority. The Holders of a majority in principal amount of the then outstanding Notes (which contain such
defaults) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holders or that would involve the Trustee in personal liability unless such Holders have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense. Prior to taking any action under this Indenture, the Trustee shall be entitled to security or indemnification satisfactory to it in its sole discretion against all losses,
liabilities and expenses caused by taking or not taking such action. 
 SECTION 6.6 Limitation on Suits. In case an Event of Default
occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have provided the Trustee with indemnity or security
satisfactory to it against any loss, liability or expense. Except to institute suit for the enforcement of payment of principal and interest on any Note of such Holder or after the respective Stated Maturity for such principal or interest payment
dates for such interest expressed in such Note, no Holder may pursue any remedy with respect to this Indenture or the Notes unless: 

(i) such Holder (which holds Notes containing such default) has previously given the Trustee written notice that an Event of
Default is continuing; 
 (ii) Holders of at least 25.0% of the aggregate principal amount of the outstanding Notes (which
contain such defaults, or such other percentage of principal of outstanding Notes containing such default as specified for Notes of any series in the applicable Notes Supplemental Indenture) have requested in writing the Trustee to pursue the
remedy; 
 (iii) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it in respect of any
loss, liability or expense; 
 (iv) the Trustee has not complied with such request within 60 days after the receipt of the
request and the offer of security or indemnity; and 

  
 115 








 (v) the Holders of a majority in principal amount of the outstanding Notes (which
contain such defaults) have not given the Trustee a written direction inconsistent with such request within such 60-day period. 
 SECTION
6.7 [Reserved]. 
 SECTION 6.8 Collection Suit by Trustee. If an Event of Default specified in Section 6.1(i) or
(ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful)
and the amounts provided for in Section 7.6. 
 SECTION 6.9 Trustee May File Proofs of Claim. The Trustee may file such proofs
of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders allowed in any judicial proceedings relative to the Company, its Subsidiaries or their respective creditors or properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders (pursuant to the written
direction of Holders of a majority in principal amount of the then outstanding Notes) in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by
each Holder to make 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 it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.6. 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 or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in such proceeding. 

SECTION 6.10 Priorities. The Trustee shall pay out any money or property received by it in the following order: 

First: to the Trustee for amounts due under Section 7.6; 

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

Third: to the Company or, to the extent the Trustee receives any amount for any Guarantor, to such Guarantor as a court
of competent jurisdiction shall direct. 

  
 116 








 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10. At least 15 days before such record date, the Company (or the Trustee) shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 

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 Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a
suit by the Trustee or a suit by Holders of more than 10.0% in outstanding principal amount of the 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 this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided that if an Event of Default
occurs and is continuing, the Trustee shall not be under any obligation to exercise any of the rights or powers under this Indenture, the Notes and the Guarantees at the request or direction of any of the Holders unless such Holders have offered the
Trustee indemnity, security or prefunding satisfactory to the Trustee in its sole discretion against any loss, liability or expense it may incur. 

(b) Except during the continuance of an Event of Default of which a Responsible Officer has actual knowledge, the Trustee: 

(i) undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the absence of gross
negligence or bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee under this Indenture, the Notes and the
Guarantees, as applicable. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine
whether or not they conform to the requirements of this Indenture, the Notes and the Guarantees as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 

  
 117 








 (c) The Trustee shall not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that: 
 (i) this Section 7.1(c) does not limit the
effect of Section 7.1(b); 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers unless it is proved in a final non-appealable decision 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 6.5. 
 (d) 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. 
 (e) Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law. 
 (f) No provision of this Indenture, the Notes or the Guarantees shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such
funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. 
 (g) Every provision of this
Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1. 

(h) 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, prefunding or indemnity satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be
incurred by it in compliance with such request or direction. 
 SECTION 7.2 Rights of Trustee. 

(a) The Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion,
notice, request, direction, consent, order, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. The Trustee need not investigate any fact or matter stated in such
document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s 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 an Officer’s Certificate or Opinion of Counsel. 

  
 118 








 (c) The Trustee may act through its attorneys, custodians, nominees and agents and shall not be
responsible for the misconduct or negligence of or for the supervision of any agent, custodians, nominees 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 which it believes to be authorized or within its
rights or powers, provided that such conduct does not constitute willful misconduct or negligence as determined in a final non-appealable decision of a court of competent jurisdiction. 

(e) The Trustee may consult with counsel of its selection, and the advice or Opinion of Counsel with respect to legal matters relating to this
Indenture, the Notes and the Guarantees shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder or under the Notes and the Guarantees in good faith and in accordance
with the advice or opinion of such counsel. 
 (f) The Trustee shall not be bound to make any investigation into any statement, warranty or
representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond or other paper or document made or in connection with this Indenture; moreover, the
Trustee shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the
validity, enforceability, effectiveness or genuineness of this Indenture or any other agreement, instrument or document, or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation. 
 (g) [Reserved]. 

(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 to act hereunder. 

(j) 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. 

  
 119 








 (k) The Trustee shall not have any duty (i) to see to any recording, filing, or
depositing of this Indenture or any agreement referred to herein, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, re-filing or redepositing of any thereof or (ii) to see to any insurance.

 (l) The permissive rights of the Trustee enumerated in this Indenture shall not be construed as a duty. 

SECTION 7.3 Individual Rights of Trustee. 

(a) Subject to the TIA (if this Indenture is then qualified under the TIA) each of the Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Company, the Guarantors or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Note Registrar, co-registrar or co-Paying Agent may do the
same with like rights. However, the Trustee must comply with Section 7.9. 
 (b) In addition, the Trustee shall be permitted to engage
in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply
to the SEC for permission to continue acting as Trustee or (iii) resign. 
 (c) (i) Prior to the qualification of
this Indenture under the TIA, to the extent permitted by applicable law and (ii) following the qualification of this Indenture under the TIA, to the extent permitted by the TIA, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to Initial Notes and Additional Notes, or a trustee under any other indenture between the Company and the Trustee. 

SECTION 7.4 Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this
Indenture, the Notes or the Guarantees, it shall not be accountable for the Company’s use of the Notes or the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued
in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication or for the use or application of any funds received by any Paying Agent other than the Trustee. 

SECTION 7.5 Notice of Defaults. If a Default occurs and is continuing and a Responsible Officer of the Trustee has received written
notice thereof, the Trustee shall deliver to each Holder notice of the Default within 90 days after it is known to the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may
withhold notice if and to the extent a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the Holders of the Notes. 

SECTION 7.6 Compensation and Indemnity. The Company shall pay to the 

  
 120 








 
Trustee from time to time such compensation for their services as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing and
reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services. Such expenses shall include the reasonable compensation
and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee or any predecessor Trustee in each of its capacities hereunder (including Paying Agent and Note
Registrar), and each of their officers, directors, employees, counsel and agents, against any and all loss, liability or expense (including, but not limited to, reasonable attorneys’ fees and expenses) incurred by it in connection with the
administration of this trust and the performance of their duties hereunder and under the Notes and the Guarantees, including the costs and expenses of enforcing this Indenture (including this Section 7.6), the Notes and the Guarantees and of
defending itself against any claims (whether asserted by any Holder, the Company or otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity, provided that failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company shall defend such claim and the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not
reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee as a result of its own willful misconduct, negligence or bad faith. 

To secure the Company’s payment obligations in this Section 7.6, the Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be
subordinate to any other liability or indebtedness of the Company. 
 The Company’s obligations pursuant to this Section 7.6 and
any lien arising hereunder shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.1(v) or
(vi) with respect to the Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. 

Pursuant to Section 10.1, the obligations of the Company hereunder are jointly and severally guaranteed by the Guarantors. 

SECTION 7.7 Replacement of Trustee. The Trustee may resign at any time upon at least 30 days’ notice by so notifying the Company
in writing. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Company and the Trustee in writing and may appoint a successor Trustee. The Company shall remove the Trustee if: 

(i) the Trustee fails to comply with Section 7.9; 

  
 121 








 (ii) the Trustee is adjudged bankrupt or insolvent; 

(iii) a receiver or other public officer takes charge of the Trustee or its property; or 

(iv) the Trustee otherwise becomes incapable of acting. 

If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the “retiring Trustee”), the Company shall promptly appoint 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. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.6. All costs reasonably incurred in connection with any such
resignation or removal hereunder shall be borne by the Company. 
 If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee at the expense of the Company or the Holders of at least 10.0% in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

 If the Trustee fails to comply with Section 7.9, unless the Trustee’s duty to resign is stayed, any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 Notwithstanding the
replacement of the Trustee pursuant to this Section 7.7, the Company’s obligations under Section 7.6 shall continue for the benefit of the retiring Trustee. 

SECTION 7.8 Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by
this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that
time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have. 

  
 122 








 SECTION 7.9 Eligibility; Disqualification. The Trustee shall have a combined capital and
surplus of at least $50 million as set forth in its most recent filed annual report of condition. 
 This Indenture shall always have a
Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 

SECTION 7.10 Limitation on Duty of Trustee. The Trustee shall not have any duty to ascertain or inquire as to the performance or
observance of any of the terms of this Indenture, the Notes and the Guarantees by the Company, the Guarantors or any other Person. 

SECTION 7.11 Preferential Collection of Claims Against the Company. Following the qualification of this Indenture under the TIA,
(i) the Trustee shall be subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b), and (ii) a Trustee who has resigned or been removed shall be subject to TIA § 311(a)
to the extent indicated therein. 
 SECTION 7.12 Reports by Trustee to Holders of the Notes. Within 60 days after each
October 1, beginning with October 1, 2015, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred
within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b), and the Trustee shall transmit by mail all reports as required by TIA § 313(c). 

The Company should promptly notify the Trustee in writing when any Notes are listed on any stock exchange and of any delisting thereof, but
failure to so notify the Trustee shall not constitute a Default or Event of Default by the Company. 
 ARTICLE VIII  

Discharge of Indenture; Defeasance 

SECTION 8.1 Discharge of Liability on Securities; Defeasance. This Indenture and all the Notes will be discharged and will cease to be
of further effect (except as to surviving rights of registration of transfer or exchange of Notes, as expressly provided for in this Indenture) when: 

(a) either (i) all the Notes theretofore authenticated and delivered (other than Notes which have been replaced or
paid pursuant to Section 2.9 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the
Trustee for cancellation or (ii) all of the Notes not previously 

  
 123 








 
delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year or (c) have
been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or
any Guarantor has irrevocably deposited or caused to be deposited with the Trustee money or U.S. Government Obligations in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable), redemption or their Stated Maturity, as the case may be; 

(b) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and 

(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all
conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to
compliance with the foregoing clauses (a) and (b)). 
 The Notes of any applicable series will be discharged and will cease to be of
further effect (except as to surviving rights of registration of transfer or exchange of Notes of such series, as expressly provided for in this Indenture) when: 

(a) either (i) all the Notes of such series theretofore authenticated and delivered (other than Notes pursuant to
Section 2.9 which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such
trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes of such series not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and
payable at their Stated Maturity within one year or (c) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee money or U.S. Government Obligations in an amount sufficient to pay and discharge the
entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of deposit (in the case of Notes that have become due
and payable), redemption or their Stated Maturity, as the case may be; and 
 (b) the Company has delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of the applicable series of Notes have been complied with; provided that any such
counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clause (a)). 

  
 124 








 Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all of
the Company’s obligations under the Notes and this Indenture and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or
(ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi)) and Sections 6.1(iii) (with respect to any Default
under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10 and 3.14), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Company only), 6.1(vi) (with respect to Significant Subsidiaries of the Company only), 6.1(vii) and 6.1(viii)
(“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Company terminates all of its obligations under the
Notes and this Indenture (with respect to such Notes) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the
termination of such obligations. 
 If the Company exercises its legal defeasance option, payment of the Notes so defeased may not be
accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.1(iii) (with
respect to any Default by the Company or any of its Restricted Subsidiaries with any of its obligations under Article III other than Section 3.1), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Company only), 6.1(vi) (with
respect to Significant Subsidiaries of the Company only), 6.1(vii) or 6.1(viii). 
 Upon satisfaction of the conditions set forth herein and
upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. 

(c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.8, 2.9, 2.15, 2.16, 2.18,
2.19, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge. 

SECTION 8.2 Conditions to Defeasance. 

(a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: 

(i) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations (sufficient in the opinion
of a nationally recognized certified public accounting firm) for the payment of principal, premium (if any) and interest on the applicable issue of Notes to redemption or maturity, as the case may be (provided that if such redemption is
pursuant to Section 6(b) of the applicable Notes Supplemental Indenture, (x) the amount of money or U.S. Government Obligations that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed
Applicable Premium for the applicable series of Notes calculated as of the date of such 

  
 125 








 
deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as
required by Section 5.5, as necessary to pay the Applicable Premium for the Notes as determined as of the date of the applicable redemption notice); 

(ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing
their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be
sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be; 

(iii) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(v) or
(vi) with respect to the Company occurs which is continuing at the end of the period; 
 (iv) the deposit does not
constitute a default under any other agreement binding on the Company; 
 (v) the Company delivers to the Trustee an Opinion
of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment advisor under the Investment Company Act of 1940; 

(vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject
to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; 

(vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such deposit and defeasance had not occurred; and 
 (viii) the Company delivers to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article VIII have been complied
with. 
 Notwithstanding the foregoing, the Opinion of Counsel required by Sections 8.2(a)(vi) and (vii) need not be delivered if all
Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, (y) will become due and payable at their Stated Maturity within the same calendar year or (z) have been called for
redemption within the same calendar year. 

  
 126 








 Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the
redemption of such Notes at a future date in accordance with Article V. 
 SECTION 8.3 Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Notes. 
 SECTION 8.4 Repayment to the Company. Anything herein to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order any money or U.S. Government Obligations held by it as provided in this Article VIII which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect legal defeasance or covenant defeasance, as applicable;
provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this Section 8.4. 

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company any money held by them for the
payment of principal of or interest on the Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment as general creditors. 

SECTION 8.5 Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

SECTION 8.6 Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance
with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company and each Guarantor
under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VIII; provided, however, that, if any of the Company or the Guarantors has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the
Company or any Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 

  
 127 








 ARTICLE IX 

Amendments 
 SECTION 9.1
Without Consent of Holders. Notwithstanding Section 9.2 hereof, this Indenture, the Notes and Guarantees may be amended or supplemented by the Company, any Guarantor (with respect to its Guarantee of the Notes) and the Trustee without
notice to or consent of any Holder: 
 (i) to cure any ambiguity, omission, mistake, defect or inconsistency; 

(ii) to conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Notes
are issued), the Guarantees or the Notes (including any Additional Notes) to the “Description of Notes” in the Offering Memorandum or, with respect to any Additional Notes and any supplemental indenture or other instrument pursuant to
which such Additional Notes are issued, to the “Description of Notes” relating to the issuance of such Additional Notes solely to the extent that such “Description of Notes” provides for terms of such Additional Notes that differ
from the terms of the Initial Notes, in accordance with Section 2.4; 
 (iii) to comply with Section 4.1; 

(iv) to provide for the assumption by a successor Person of the obligations of the Company or any Guarantor under this
Indenture and the Notes or Guarantee, as the case may be; 
 (v) to provide for uncertificated Notes in addition to or in
place of certificated Notes; 
 (vi) to add Guarantees with respect to the Notes; 

(vii) to secure the Notes; 

(viii) to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the
Notes when such release, termination or discharge is provided for under this Indenture or the Notes; 
 (ix) to add to the
covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or any Guarantor; 

(x) to make any change that does not adversely affect the rights of any Holder in any material respect; 

  
 128 








 (xi) to comply with any requirement of the SEC in connection with the
qualification of this Indenture under the TIA; 
 (xii) to make any amendment to the provisions of this Indenture relating to
the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so
amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; 

(xiii) to provide for or confirm the issuance of Initial Notes, Additional Notes or Exchange Notes; or 

(xiv) to evidence and provide for the acceptance of appointment by a successor Trustee, provided that the successor
Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture. 
 SECTION 9.2 With Consent of Holders.

 (a) This Indenture, the Notes and the Guarantees may be amended or supplemented by the Company, any Guarantor (with respect to its
Guarantee of the Notes) and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender
offer or exchange offer for, Notes) and any existing or past Default or compliance with any provisions of such documents may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding, in each case,
other than Notes beneficially owned by the Company or its Affiliates (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided that (x) if any such
amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) shall be required, and (y) if any such amendment or waiver by its terms will affect a series of Notes in a
manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) shall be required. 
 (b)
Notwithstanding the provisions in Section 9.2(a), without the consent of each Holder of an outstanding Note of any series affected (including, for the avoidance of doubt, any Notes held by Affiliates), no amendment, supplement or waiver
pursuant to this Indenture may: 
 (i) reduce the percentage of the aggregate principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver; 

  
 129 








 (ii) reduce the rate of or extend the time for payment of interest on any Note;

 (iii) reduce the principal of or change the Stated Maturity of any Note; 

(iv) waive a 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 Notes and a waiver of the payment default that resulted from such acceleration, 

(v) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as
described in Section 6 of the applicable Notes Supplemental Indenture; 
 (vi) make any Note payable in money other than
that stated in such Note; 
 (vii) modify the legal right of any Holder of any Note to receive payment of principal of and
interest on such Note on or after the respective Stated Maturity for such principal or interest payment dates for such interest expressed in such Note, or to institute suit for the enforcement of any such payment on or after such respective Stated
Maturity or interest payment dates; or 
 (viii) make any change in the amendment or waiver provisions of this Indenture that
require each Holder’s consent, as described in clauses (i) through (vii) above. 
 (c) It shall not be necessary for the
consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 

(d) After an amendment under this Section 9.2 becomes effective, the Company shall (or shall cause the Trustee, at the written request of
the Company and at the expense of the Company, to) mail to the Holders of Notes affected thereby a notice briefly describing such amendment. The failure of the Company to mail such notice, or any defect therein, shall not in any way impair or affect
the validity of an amendment under this Section 9.2. 
 SECTION 9.3 Effect of Consents and Waivers. A consent to an amendment or
a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the
Note. After an amendment or waiver becomes effective, it shall bind every Holder unless it makes a change described in clauses (i) through (viii) of Section 9.2(b), in which case the amendment or waiver or other action shall bind each
Holder who has consented to it and every subsequent Holder that evidences the same debt as the consenting Holder’s Notes. An amendment or waiver made pursuant to Section 9.2 shall become effective upon receipt by the Trustee of the
requisite number of written consents. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining
the Holders entitled to give their consent or take any other action described above or 

  
 130 








 
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to take any such action, whether or not such Persons continue to be Holders after such record date. 

SECTION 9.4 Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of such
Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note
shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment. 

SECTION 9.5 Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
IX if the amendment, supplement or waiver does not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing any amendment,
supplement or waiver pursuant to this Article IX, the Trustee shall be entitled to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is the
legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any
amendment or supplement adding a new Guarantor under this Indenture. For the avoidance of doubt, no Officer’s Certificate or Opinion of Counsel shall be required for the execution of any Notes Supplemental Indenture pursuant to this
Section 9.5, supplemental indenture pursuant to Section 4.1(a)(ii) or Guarantor Supplemental Indenture on the Issue Date. 

ARTICLE X 
 Guarantees

 SECTION 10.1 Guarantees. 

(a) Subject to the provisions of this Article X, each Guarantor hereby jointly and severally, irrevocably, fully and unconditionally
guarantees, as guarantor and not as a surety, with each other Guarantor, to each Holder of the Notes, to the extent lawful, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of
the principal of, premium, if any, and interest on the Notes and all other Obligations of the Company under this Indenture and the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, 

  
 131 








 
reorganization or like proceeding, relating to the Company, or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations
under Section 7.6) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in
part, without notice or further assent from it, and that it shall remain bound under this Article X notwithstanding any extension or renewal of any Guarantor Obligation. 

(b) Each Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Company of any of the Guarantor
Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Each Guarantor waives (to the extent lawful) notice of any default under the Notes or the Guarantor Obligations. 

(c) Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and
waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. 
 (d) Except
as set forth in Section 10.2 and Article VIII, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full),
including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by
(a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or
renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the
Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay,
willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or
would otherwise operate as a discharge of such Guarantor as a matter of law or equity. 
 (e) Each Guarantor agrees that its Guarantee herein
shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.1, Section 10.2 and Article VIII, as applicable. Each Guarantor
further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded
or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. 
 (f) In furtherance of the
foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the 

  
 132 








 
Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and
shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations
then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the
commencement of any insolvency, reorganization or like proceeding relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). 

(g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the
maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of
the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by
the Guarantor for the purposes of this Guarantee. 
 (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses
(including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 10.1. 

(i) Neither the Company nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release,
termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee. 
 SECTION 10.2
Limitation on Liability; Termination, Release and Discharge. 
 (a) Any term or provision of this Indenture to the contrary
notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. 

(b) A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under
the Guarantee and this Indenture shall be released and discharged upon: 
 (1) the sale, exchange, disposition or other
transfer (including through merger, consolidation or dissolution) of (x) Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets
of such Guarantor, in any case, if such sale, exchange, disposition or other transfer is not prohibited by this Indenture; 

  
 133 








 (2) the Company designating such Guarantor to be an Unrestricted Subsidiary in
accordance with the provisions set forth in Section 3.4, Section 3.14 and the definition of “Unrestricted Subsidiary”; 

(3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to
Section 3.10, the release or discharge of the Guarantee by such Restricted Subsidiary of Indebtedness (or, if such release or discharge occurs substantially concurrently with the release of the Guarantee of such Restricted Subsidiary or will
occur as a result of the release of the Guarantee of such Restricted Subsidiary) or the repayment of the Indebtedness, in each case, which resulted in the obligation to guarantee the Notes, except if such release or discharge is by or as a result of
payment in connection with the enforcement of remedies under such other guarantee (it being understood that a release or discharge subject to contingent reinstatement is still a release or discharge, and that if any such other guarantee is so
reinstated, such Guarantee shall also be reinstated to the extent that such Restricted Subsidiary would then be required to provide a guarantee pursuant to Section 3.10); 

(4) the Company’s exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or
if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; 
 (5)
the release or discharge of direct obligations of such Guarantor, or the guarantee by such Guarantor of the obligations, under the Senior Credit Agreement (or, if such release or discharge occurs substantially concurrently with the release of the
Guarantee of such Guarantor or will occur as a result of the release of the Guarantee of such Guarantor), except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee (it being
understood that a release or discharge subject to contingent reinstatement is still a release or discharge, and that if any such other direct obligation or guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such
Guarantor would then be required to provide a guarantee pursuant to Section 3.10; 
 (6) such Guarantor ceasing to be a
Domestic Subsidiary; or 
 (7) the Notes having an Investment Grade Rating from both Rating Agencies; provided that
each such Guarantee shall be reinstated upon the Reversion Date with respect to each Restricted Subsidiary that would then be required to provide a guarantee pursuant to Section 3.10. 

(c) The Company will have the right, upon 10 days’ written notice to the Trustee (or such shorter period as may be agreed to by the
Trustee), to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Agreement or any Certain Capital Markets Debt to be unconditionally released and discharged from all obligations under its Guarantee, and such
Guarantee shall thereupon automatically and unconditionally terminate and be discharged and of no further force or effect. 

  
 134 








 (d) If any Guarantor is released from its Guarantee, any of its Subsidiaries that are Guarantors
shall be released from their Guarantees, if any. 
 (e) If the Company requests, at its option, confirmation from the Trustee of a release
pursuant to Section 10.2(b), the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been
complied with. 
 SECTION 10.3 Right of Contribution. Each Guarantor hereby agrees that to the extent that any such Guarantor shall
have paid more than its proportionate share of any payment made on the obligations under its Guarantee, such Guarantor shall be entitled to seek and receive contribution from and against the Company or any other Guarantor who has not paid its
proportionate share of such payment. The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders, and each Guarantor shall remain liable to the Trustee and the
Holders for the full amount guaranteed by such Guarantor hereunder. 
 SECTION 10.4 No Subrogation. Notwithstanding any payment or
payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held
by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor
hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the
Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations. 

ARTICLE XI  

INTENTIONALLY OMITTED 

ARTICLE XII  

Miscellaneous 
 SECTION
12.1 Notices. Notices given by publication shall be deemed given on the first date on which publication is made, and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. Any notice or
communication shall be in writing and delivered in person, by facsimile or mailed by first-class mail addressed as follows: 
 if to the
Company or any Guarantor: 
 Tribune Media Company 

435 North Michigan Avenue 

Chicago, IL 60611 
 Facsimile No.:
(312) 222-4206 
 Telephone No.: (312) 222-9100 

Attention: Jack Rodden 

  
 135 








 if to the Trustee: 

The Bank Of New York Mellon Trust Company, N.A. 

2 North LaSalle Street, Suite 1020 

Chicago, IL 60602 
 Facsimile No.:
(312) 827-8542 
 Telephone No.: (312) 827-8639 

Attention: Corporate Trust 
 The
Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration
books of the Note Registrar and shall be deemed sufficiently given if so mailed within the time prescribed. Following the qualification of this Indenture under the TIA, any notice or communication shall also be so mailed or delivered to any Person
described in TIA § 313(c), to the extent required by the TIA. 
 Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile
transmission or other similar unsecured electronic methods. If the party 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 party providing electronic instructions 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 of interception and misuse by third parties. 

  
 136 








 Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any
Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee)
pursuant to the standing instructions from such Depositary. 
 SECTION 12.2 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture (except in connection with the original issuance of Notes on the date hereof), the Company shall furnish to the Trustee: 

(i) an Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(ii) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with. 
 SECTION 12.3 Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall (i) following the qualification of this Indenture under the
TIA, comply with the provisions of TIA § 314(e) and (ii) prior to and following the qualification of this Indenture under the TIA, include: 

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

(ii) 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; 
 (iii) a statement that, in the opinion of such individual, he has made
such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(iv) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

 In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public
officials. 
 SECTION 12.4 [Reserved]. 

  
 137 








 SECTION 12.5 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable
rules for action by, or a meeting of, Holders. The Note Registrar and the Paying Agent may make reasonable rules for their functions. 

SECTION 12.6 Days Other than Business Days. If a payment date is not a Business Day, payment shall be made on the next succeeding day
that is a Business Day, and no interest shall accrue for the intervening period. If a Regular Record Date is not a Business Day, the Regular Record Date shall not be affected. 

SECTION 12.7 Governing Law. This Indenture, the Notes and the Guarantees shall be governed by, and construed in accordance with, the
laws of the State of New York. 
 SECTION 12.8 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

SECTION 12.9 No Recourse Against Others. No manager, managing director, director, officer, employee, incorporator or holder of any
equity interests in the Company, any Subsidiary, any direct or indirect parent of the Company or any Related License Corporation, as such, will have any liability for any obligations of the Company or any Guarantor under the Notes or this Indenture
or any Guarantee 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 12.10 Successors. All agreements of the Company and each Guarantor in this Indenture and the Notes
shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION 12.11
Multiple 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. One signed copy is enough to prove this Indenture. 

SECTION 12.12 Variable Provisions. The Company initially appoints the Trustee as Paying Agent and Note Registrar and Notes Custodian
with respect to any Global Notes. 
 SECTION 12.13 Table of Contents; Headings. The table of contents, cross-reference sheet and
headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

  
 138 








 SECTION 12.14 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 12.15 USA Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the
Trustee and the Responsible Officers, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account. 
 SECTION 12.16 [Reserved]. 

SECTION 12.17 Communication by Holders with Other Holders. Holders may communicate pursuant to TIA § 312(b) with other
Holders of Notes with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Note Registrar and anyone else shall have the protection of TIA § 312(c). 

[Signature Pages Follow] 

  
 139 








 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
first written above. 
  

					
	TRIBUNE MEDIA COMPANY
		
	By:		/s/ Steven Berns
			Name:		Steven Berns
			Title:		Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Indenture] 








 
			
	 GUARANTORS:
  

BASELINE ACQUISITIONS LLC
 BASELINE, LLC

CASTTV INC.
 CHICAGOLAND TELEVISION NEWS, LLC

CLASSIFIED VENTURES HOLDCO, LLC
 FOXCO ACQUISITION, LLC

FOXCO ACQUISITION FINANCE CORPORATION
 FOXCO ACQUISITION SUB,
LLC
 GRACENOTE, INC.
 KDAF, LLC

KIAH, LLC
 KPLR, INC.

KRCW, LLC
 KSTU, LLC

KSTU LICENSE, LLC
 KSWB, LLC

KTLA, LLC
 KTVI, LLC

KTVI LICENSE, LLC
 KTXL, LLC

KWGN, LLC
 LOCAL TV, LLC

LOCAL TV AIRCRAFT, INC.
 LOCAL TV FINANCE, LLC

LOCAL TV FINANCE CORPORATION
 LOCAL TV HOLDINGS, LLC

LOCAL TV NORFOLK REAL ESTATE, LLC
 MAGIC T MUSIC PUBLISHING
COMPANY, LLC
 MEDIA BY NUMBERS, LLC
 OAK BROOK PRODUCTIONS,
LLC
 RIVERWALK HOLDCO, LLC
 RIVERWALK HOLDCO II, LLC

STUDIO SYSTEMS, LLC
 TOWER DISTRIBUTION COMPANY, LLC

TOWERING T MUSIC PUBLISHING COMPANY, LLC
 TRIBUNE (FN) CABLE
VENTURES, LLC
 TRIBUNE BROADCASTING COMPANY, LLC
 TRIBUNE
BROADCASTING COMPANY II, LLC
 TRIBUNE BROADCASTING DENVER, LLC




  
 [Signature Page to
Indenture] 








 
			
	 TRIBUNE BROADCASTING DENVER LICENSE, LLC

TRIBUNE BROADCASTING FORT SMITH, LLC
 TRIBUNE BROADCASTING FORT
SMITH LICENSE, LLC
 TRIBUNE BROADCASTING HARTFORD, LLC
 TRIBUNE
BROADCASTING INDIANAPOLIS, LLC
 TRIBUNE BROADCASTING KANSAS CITY, INC.

TRIBUNE BROADCASTING NORFOLK, LLC
 TRIBUNE BROADCASTING OKLAHOMA
CITY, LLC
 TRIBUNE BROADCASTING OKLAHOMA CITY LICENSE, LLC

TRIBUNE BROADCASTING SEATTLE, LLC
 TRIBUNE DIGITAL VENTURES,
LLC
 TRIBUNE ENTERTAINMENT COMPANY, LLC
 TRIBUNE INVESTMENTS,
LLC
 TRIBUNE MEDIA SERVICES, LLC
 TRIBUNE NATIONAL MARKETING
COMPANY, LLC
 TRIBUNE TELEVISION NEW ORLEANS, INC.
 WDAF
LICENSE, INC.
 WDAF TELEVISION, INC.
 WDCW, LLC

WGHP, LLC
 WGHP LICENSE, LLC

WGN CONTINENTAL BROADCASTING COMPANY, LLC
 WHNT, LLC

WHNT LICENSE, LLC
 WHO LICENSE, LLC

WHO TELEVISION, LLC
 WITI LICENSE, LLC

WITI TELEVISION, LLC
 WJW LICENSE, LLC

WJW TELEVISION, LLC
 WNEP, LLC

WPHL, LLC
 WPIX, LLC

WPMT, LLC




  
 [Signature Page to
Indenture] 








 
			
	 WQAD, LLC
 WQAD LICENSE, LLC

WREG, LLC
 WREG LICENSE, LLC

WSFL, LLC
 WTVR, LLC

WTVR LICENSE, LLC
 WXMI, LLC

TRIBUNE REAL ESTATE HOLDINGS, LLC
 TRIBUNE REAL ESTATE HOLDINGS
II, LLC
 AL-HUNTSVILLE-200 HOLMES AVENUE, LLC
 AR-FORT
SMITH-318 NORTH 13TH STREET, LLC
 AR-VAN BUREN-179 GLADEWOOD ROAD, LLC

CA-4655 FRUITRIDGE ROAD, LLC
 CA-OLYMPIC PLANT, LLC

CA-ORANGE COUNTY PLANT, LLC
 CA-LOS ANGELES TIMES SQUARE, LLC

CO-1006 LOOKOUT MOUNTAIN ROAD, LLC
 CO-6160 SOUTH WABASH WAY,
LLC
 CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC
 CO-DENVER-100
EAST SPEER BOULEVARD, LLC
 CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC

CT-121 WAWARME AVENUE, LLC
 CT-285 BROAD STREET, LLC

CT-WTIC, LLC
 FL-633 NORTH ORANGE AVENUE, LLC

FL-DEERFIELD PLANT, LLC
 FL-ORLANDO SENTINEL, LLC

IA-ALLEMAN POLK COUNTY, LLC
 IA-DES MOINES-1801 GRAND AVENUE,
LLC
 IL-11201 FRANKLIN AVENUE, LLC
 IL-16400 SOUTH 105TH COURT,
LLC
 IL-2501 WEST BRADLEY PLACE, LLC
 IL-3249 NORTH KILPATRICK,
LLC
 IL-3722 VENTURA DRIVE, LLC
 IL-720 ROHLWING ROAD, LLC

IL-FREEDOM CENTER, LLC
 IL-HENRY COUNTY-RUSTIC HILL,
LLC




  
 [Signature Page to
Indenture] 








 
			
	 IL-MOLINE-3003 PARK 16 STREET, LLC

IL-ORION-2880 NORTH 1100 AVENUE, LLC
 IL-TRIBUNE TOWER, LLC

IN-2350 WESTLANE ROAD, LLC
 IN-6910 NETWORK PLACE, LLC

IN-TRAFALGAR WTTV, LLC
 IN-WINDFALL WTTV, LLC

MD-10 HAYS STREET, LLC
 MD-10750 LITTLE PATUXENT PARKWAY, LLC

MD-3400 CARLINS PARK DRIVE, LLC
 MD-NORTH CALVERT STREET, LLC

MD-SUN PARK, LLC
 MI-3117 PLAZA DRIVE, LLC

MI-DAVIS ROAD, LLC
 MO-KANSAS CITY-3020 SUMMIT STREET, LLC

MO-ST LOUIS-EMIL AVENUE, LLC
 NC-HIGH POINT-2005 FRANCIS STREET,
LLC
 NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC
 OH-CLEVELAND-5800
SOUTH MARGINAL ROAD, LLC
 OH-PARMA-4501 WEST PLEASANT VALLEY ROAD, LLC

OK-OKLAHOMA CITY-EAST BRITTON ROAD, LLC
 OR-10255 SW ARCTIC DRIVE,
LLC
 PA-2005 SOUTH QUEEN STREET, LLC
 PA-5001 WYNNEFIELD
AVENUE, LLC
 PA-550 EAST ROCK ROAD, LLC
 PA-LUZERNE
COUNTY-PENOBSCOT MOUNTAIN, LLC
 PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC

PA-MORNING CALL, LLC
 PA-RANSOM, LLC

PA-SOUTH ABINGTON-RT 11 AND MORGAN HWY, LLC
 TN-MEMPHIS-803
CHANNEL 3 DRIVE, LLC
 TX-7700 WESTPARK DRIVE, LLC
 TX-8001 JOHN
CARPENTER FREEWAY, LLC
 UT-SALT LAKE CITY-AMELIA EARHART DRIVE, LLC

VA-216 IRONBOUND ROAD, LLC




  
 [Signature Page to
Indenture] 








 
					
	 VA-DAILY PRESS, LLC
 VA-NORFOLK-720
BOUSH STREET, LLC
 VA-PORTSMOUTH-1318 SPRATLEY STREET, LLC

VA-RICHMOND, LLC
 VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC

WA-1813 WESTLAKE AVENUE, LLC
 WI-BROWN DEER-9001 NORTH GREEN BAY
ROAD, LLC
 WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC

		
	By:		/s/ Edward Lazarus
			Name:		Edward Lazarus
			Title:		Secretary



  
 [Signature Page to
Indenture] 








 
					
			THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Trustee
		
	By:		/s/ Richard Tarnas
			Name:		Richard Tarnas
			Title:		Vice President



  
 [Signature Page to
Indenture] 








 EXHIBIT A 

Form of Initial Note1 

(FACE OF NOTE) 
 TRIBUNE MEDIA
COMPANY 
 [    ]2% Senior Notes due [    ]3 
 CUSIP No.
[    ]4/[    ]5/[    ]6 

ISIN No. [    ]7 

No. ____________         $ 

Tribune Media Company, a corporation duly organized and existing under the laws of the State of Delaware (and its successors and assigns) (the
“Company”), promises to pay to ________________________, or its registered assigns, the principal sum of $________________ ([            ] United States dollars) [(or such
lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 2.15 and 2.16, as applicable, of the Indenture referred to on the reverse hereof)]8 (the
“Principal Amount”) on [            ], 20[    ]. 

Interest on the Outstanding Principal Amount will accrue at the rate of
[    ]9% per annum and shall be payable semi-annually in arrears on [            ] and
[            ] of each year, commencing [                ], 20[    ] (each, an
“Interest Payment Date”). [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the
Issue Date.]10 [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly
provided for or, if no such interest has been paid, from ___________, ____11.]12 

 

	1 	Insert any applicable legends from Article II. 


	2 	Insert interest rate. 


	3 	Insert year of maturity date. 


	4 	Insert for Initial Rule 144A Note only. 


	5 	Insert for Initial Regulation S Note only. 


	6 	Insert CUSIP for applicable series of Additional Notes. 


	7 	Insert ISIN No. for applicable series of Notes. 


	8 	Include only if the Note is issued in global form. 


	9 	Insert interest rate. 


	10 	Include only for Initial Notes. 


	11 	Insert applicable date. 


	12 	Include only for Additional Notes. 


  
 A-1 









 EXHIBIT A 
  

 Interest on the Notes shall be computed on the basis of a
360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the
[            ] and [            ] (whether or not a Business Day) (a “Regular Record Date”), as the case may be,
immediately preceding such Interest Payment Date. Any interest on the Notes that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to
the registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at their election, to the Person in whose name the Notes (or one or more Predecessor Notes) are
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders not more than 15 days nor less than 10 days prior to such Special Record
Date, or at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
Section 2.10 of the Indenture. 
 [            ].13 
 Payment of the principal of (and premium, if any) and interest on this Note will be
made at the Corporate Trust Office of the Trustee, or such other office or agency of the Company maintained for that purpose; provided, however, that at the option of the Company, payment of interest may be made by wire transfer of
immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

 

	13 	For an Initial Additional Note, add a registration rights provision if any, as may be agreed by the Company with respect to additional interest on such Initial
Additional Note. 


  
 A-2 









 EXHIBIT A 
  

 [The Holder of this Note is entitled to the benefits of the Exchange and Registration Rights
Agreement, dated June 24, 2015, among the Company, the Subsidiary Guarantors and the initial purchasers named therein (the “Registration Rights Agreement”). Until (i) this Note has been exchanged for an Exchange Security (as
defined in the Registration Rights Agreement) in an Exchange Offer (as defined in the Registration Rights Agreement); (ii) a Shelf Registration Statement (as defined in the Registration Rights Agreement) registering this Note under the
Securities Act has been declared or becomes effective and this Note has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) this Note is sold
pursuant to Rule 144; or (iv) the earliest date that is no less than 480 days after June 24, 2015 and on which this Note is eligible to be sold by a Person that is not an “affiliate” (as defined in Rule 144) of the Company
pursuant to Rule 144 without volume restriction, from and including the date on which a Registration Default (as defined below) shall occur to but excluding the date on which such Registration Default has been cured (a “Registration Default
Period”), additional interest will accrue on this Note until such time as all Registration Defaults have been cured at the rate of (a) 0.25% per annum for the first 90 days of the Registration Default Period and
(b) 0.50% per annum for any subsequent 90-day Registration Default Period. Any such additional interest shall not exceed such respective rates for such respective periods, and shall not in any event exceed 0.50% per annum in the
aggregate, regardless of the number of Registration Defaults that shall have occurred and be continuing. Any such additional interest shall be paid in the same manner and on the same dates as interest payments in respect of this Note. Following the
cure of all Registration Defaults, the accrual of such additional interest will cease. A Registration Default under clause (ii) or (iii) below will be deemed cured upon consummation of the Exchange Offer in the case of a Shelf Registration
Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period. For purposes of the foregoing, each of the following events, as more particularly defined in the Registration Rights Agreement, is a
“Registration Default”: (i) the Exchange Offer has not been consummated within 360 days after the Issue Date; (ii) if a Shelf Registration Statement required by the Registration Rights Agreement is not declared effective on or
before 90 days after the date on which the obligation to file the Shelf Registration Statement arises or (iii) if any Shelf Registration Statement required by the Registration Rights Agreement is filed and declared effective, and during the
period the Company and the Subsidiary Guarantors are required to use their commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, (1) the Company shall have suspended the Shelf Registration Statement for
more than 60 days in the aggregate in any consecutive twelve-month period and be continuing to suspend the availability of the Shelf Registration Statement, or (2) the Shelf Registration Statement ceases to be effective (other than by action of
the Company) without being replaced within 90 days by a shelf registration statement that is filed and declared effective.]14 15 

Payment of the principal of (and premium, if any) and interest on this Note will be made at the Corporate Trust Office of the Trustee, or such
other office or agency of the Company maintained for that purpose; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to the account designated to the
Company by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. 

 

	14 	Include only for Initial Notes when required by the Registration Rights Agreement. 


	15 	For an Initial Additional Note, add a similar provision if any, as may be agreed by the Company with respect to additional interest on such Initial Additional Note. 


  
 A-3 









 EXHIBIT A 
  

 Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 A-4 









 EXHIBIT A 
  

 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

					
	TRIBUNE MEDIA COMPANY
		
	By:		 
			Name:		
			Title:		



  
 A-5 









 EXHIBIT A 
  

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

 

	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	
	 
	Authorized Officer
	
	Dated:



  
 A-6 









 EXHIBIT A 
  

 (REVERSE OF NOTE) 

This Note is one of the duly authorized issue of [    ]% Senior Notes due [    ] of the Company
(herein called the “Notes”), issued under an Indenture, dated as of June 24, 2015 (herein called the “Base Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company,
the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as
supplemented by the [[            ] Supplemental Indenture, dated as of [                ],
20[    ] (the “[    ] Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee, and
reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, any other obligor upon this Note, the Trustee and the Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect from
time to time (the “TIA”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the maximum extent permitted by law, in the case of any conflict between the
provisions of this Note and the Indenture, the provisions of the Indenture shall control. Additional Notes may be issued from time to time in one or more series under the Indenture and (except as provided in Section 9.2 of the Indenture) will
vote as a class with the Notes and otherwise be treated as Notes for purposes of the Indenture. 
 All terms used in this Note that are
defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 This Note may hereafter be entitled to certain other
senior Guarantees made for the benefit of the Holders. Reference is made to Article X of the Indenture for terms relating to such Guarantees, including the release, termination and discharge thereof. Neither the Company nor any Subsidiary Guarantor
shall be required to make any notation on this Note to reflect any Guarantee or any such release, termination or discharge. 
 The Notes are
redeemable, at the Company’s option, in whole or in part, as provided in the Indenture. 
 The Indenture provides (as and to the extent
set forth therein) that, upon the occurrence after the Issue Date of a Change of Control Triggering Event, each Holder of Notes will have the right to require that the Company purchase all or any part of such Holder’s Notes at a purchase price
in cash equal to 101.0% of the principal amount thereof plus accrued and unpaid interest, if any, to (but excluding) the date of such purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on
the relevant Interest Payment Date), except to the extent the Company has previously elected to redeem all of the Notes pursuant to Article V of the Indenture. 

The Notes will not be entitled to the benefit of a sinking fund. 

  
 A-7 









 EXHIBIT A 
  

 The Indenture contains provisions for defeasance at any time of the entire Indebtedness of
this Note or certain restrictive covenants and certain Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture. 

[If an Event of Default with respect to the Notes shall occur and be continuing, the principal of and accrued but unpaid interest on the Notes
may be declared due and payable in the manner and with the effect provided in the Indenture.]16 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and of the Notes by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Notes (as defined in the Indenture) then outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes (as
defined in the Indenture) then outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Subject to the
Indenture, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
 As provided in and subject to the provisions of
the Indenture, the Holder of this Note shall not have the right to pursue any remedy with respect to the Indenture, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes,
the Holders of at least [ ]% of the aggregate principal amount of the Notes (as defined in the Indenture) then outstanding shall have made written request to the Trustee to pursue such remedy, such Holder or Holders shall have offered the Trustee
security or indemnity reasonably satisfactory to it against any loss, liability or expense, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes (as defined in the Indenture) then outstanding a written
direction inconsistent with such request, and shall have failed to comply with such request, for 60 days after receipt of such request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note
Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in a Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the 

 

	16 	Include unless otherwise provided in the Notes Supplemental Indenture establishing the applicable series of Notes. 


  
 A-8 









 EXHIBIT A 
  

 
Company and the Note Registrar, duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Notes shall be
issuable only in fully registered form, without coupons, and only in denominations of the Minimum Denomination and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth,
the Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any such registration, transfer or exchange, but the Company and/or the Trustee may require payment of a
sum sufficient to cover any transfer tax or other governmental charge payable in connection therewith. 
 The Company, any Subsidiary
Guarantor, the Trustee, the Paying Agent and any agent of any of them may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment of principal of (and premium, if any), and (subject to
Section 2.10 of the Indenture) interest on, such Note and for all other purposes whatsoever, whether or not this Note be overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent nor any agent of any of them
shall be affected by notice to the contrary. 
 THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK. 

  
 A-9 









 EXHIBIT A 
  

 [FORM OF CERTIFICATE OF TRANSFER] 

FOR VALUE RECEIVED the undersigned holder hereby sell(s), assign(s) and transfer(s) unto 

Insert Taxpayer Identification No. 
 (Please print or typewrite
name and address including zip code of assignee) 
  
  

 
  

the within Note and all rights thereunder, hereby irrevocably constituting and appointing 

 
  

attorney to transfer such Note on the books of the Company with full power of substitution in the premises. 

Check One 
  

					
	 ̈		(a)		this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.
			
					or
			
	 ̈		(b)		this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

 If neither of the foregoing boxes is checked, the Trustee or other Note Registrar shall not be obligated to register this Note
in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.16 of the Indenture shall have been satisfied. 

			
		
	Date:		 
	
	 


  
 A-10 









 EXHIBIT A 
  

 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the
within-mentioned instrument in every particular, without alteration or any change whatsoever. 
 Signature Guarantee:
                                        
 
 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-11 









 EXHIBIT A 
  

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

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

							
				
	Dated:	 	 	 		 	 
		 		 		 	NOTICE: To be executed by an executive officer


  
 A-12 









 EXHIBIT A 
  

 OPTION OF HOLDER TO ELECT PURCHASE 

If you wish to have this Note purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, check the box:   ̈. 
 If you wish to have a portion of this Note purchased by the Company pursuant to
Section 3.7 or 3.9 of the Indenture, state the amount below: 

$                    

Date:
                                        
 
 Your Signature:
                                        
 
 (Sign exactly as your name appears on the other side of this Note) 

Signature Guarantee: 
 Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-13 









 EXHIBIT A 
  

 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The following increases or decreases in this Global Note have been made: 

 

									
	Date of Exchange	 	Amount of decreases in
principal amount of this
Global Note	 	Amount of increases in
principal amount of this Global
Note	 	Principal amount of this Global
Note following such decreases
or increases	 	Signature of authorized officer
of Trustee or Notes Custodian


  
 A-14 









 EXHIBIT B 
  

 Form of Exchange Note17 

(FACE OF NOTE) 
 TRIBUNE MEDIA
COMPANY 
 [    ]% Senior Notes due 20[    ] 

CUSIP No. 

					
	 No. ____________
		$	        	  

 Tribune Media Company, a corporation duly organized and existing under the laws of the State of Delaware (and
its successors and assigns) (the “Company”), promises to pay to ________________________, or its registered assigns, the principal sum of $________________ ([            ]
United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 2.15 and 2.16, as applicable, of the Indenture referred to on the reverse hereof)]18 (the “Principal Amount”) on [            ], 20[    ]. 

Interest on this Note shall be payable semi-annually in arrears on [            ]
and [            ] of each year, commencing [            ], 20[ ] (each, an “Interest Payment Date”). [Interest
on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the Issue
Date.]19 [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly
provided for or, if no such interest has been paid, from ___________, ____20.]21 

Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the [            ] and
[            ] (whether or not a Business Day) (a “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date. Any interest on the Notes
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of
having been 
  

	17 	Insert any applicable legends from Article II. 


	18 	Include only if the Note is issued in global form. 


	19 	Include only for Exchange Notes issued in exchange for Initial Notes. 


	20 	Insert the Interest Payment Date immediately preceding the date of issuance of the applicable Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, such date of issuance.



	21 	Include only for Exchange Notes issued in exchange for Additional Notes. 


  
 B-1 









 EXHIBIT B 
  

 
such Holder; and such Defaulted Interest may be paid by the Company, at its election, to the Person in whose name the Notes (or one or more Predecessor Notes) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders not more than 15 days nor less than 10 days prior to such Special Record Date, or at any time in any
other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 2.10 of the Indenture. 

Payment of the principal of (and premium, if any) and interest on this Note will be made at the Corporate Trust Office of the Trustee,
or such other office or agency of the Company maintained for that purpose; provided, however, that at the option of the Company, payment of interest may be made by wire transfer of immediately available funds to the account designated
to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 B-2 









 EXHIBIT B 
  

 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

					
	TRIBUNE MEDIA COMPANY
		
	By:		 
			Name:		
			Title:		



  
 B-3 









 EXHIBIT B 
  

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

 

	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	
	   

	Authorized Officer
	
	Dated:



  
 B-4 









 EXHIBIT B 
  

 (REVERSE OF NOTE) 

This Note is one of the duly authorized issue of [    ]% Senior Notes due 20[    ] of the Company
(herein called the “Notes”), issued under an Indenture, dated as of June 24, 2015 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company, the
Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, any other obligor upon this Note, the Trustee and the Holders of the Notes and of the terms upon which the
Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect from time to time
(the “TIA”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the maximum extent permitted by law, in the case of any conflict between the provisions of
this Note and the Indenture, the provisions of the Indenture shall control. Additional Notes may be issued from time to time in one or more series under the Indenture and (except as provided in Section 9.2 of the Indenture) will vote as a class
with the Notes and otherwise be treated as Notes for purposes of the Indenture. 
 All terms used in this Note that are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
 This Note may hereafter be entitled to certain other senior
Guarantees made for the benefit of the Holders. Reference is made to Article X of the Indenture for terms relating to such Guarantees, including the release, termination and discharge thereof. Neither the Company nor any Subsidiary Guarantor shall
be required to make any notation on this Note to reflect any Guarantee or any such release, termination or discharge. 
 The Notes are
redeemable, at the Company’s option, in whole or in part, as provided in the Indenture and the [[    ] Supplemental Indenture, dated as of
[                ], 20[    ], [between] [among] the Company[, the Subsidiary Guarantors party thereto] and the Trustee].22 
 The Indenture provides (as and to the extent set forth therein) that, upon the
occurrence after the Issue Date of a Change of Control Triggering Event, each Holder of Notes will have the right to require that the Company purchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101.0% of the
principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the date of such purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment
Date), except to the extent the Company has previously elected to redeem all of the Notes pursuant to Article V of the Indenture. 
 The
Notes will not be entitled to the benefit of a sinking fund. 
  

	22 	Revise to reflect appropriate parties. 


  
 B-5 









 EXHIBIT B 
  

 The Indenture contains provisions for defeasance at any time of the entire Indebtedness of
this Note or certain restrictive covenants and certain Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture. 

[If an Event of Default with respect to the Notes shall occur and be continuing, the principal of and accrued but unpaid interest on the Notes
may be declared due and payable in the manner and with the effect provided in the Indenture.]23 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and of the Notes by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Notes (as defined in the Indenture) then outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes (as
defined in the Indenture) then outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Subject to the
Indenture, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
 As provided in and subject to the provisions of
the Indenture, the Holder of this Note shall not have the right to pursue any remedy with respect to the Indenture, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes,
the Holders of at least 25% of the aggregate principal amount of the Notes (as defined in the Indenture) then outstanding shall have made written request to the Trustee to pursue such remedy, such Holder or Holders shall have offered the Trustee
security or indemnity reasonably satisfactory to it against any loss, liability or expense, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes (as defined in the Indenture) then outstanding a written
direction inconsistent with such request, and shall have failed to comply with such request, for 60 days after receipt of such request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note
Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in a Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the 

 

	23 	Include unless otherwise provided in the Notes Supplemental Indenture establishing the applicable series of Notes. 


  
 B-6 









 EXHIBIT B 
  

 
Company and the Note Registrar, duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Notes shall be
issuable only in fully registered form, without coupons, and only in denominations of the Minimum Denomination (as defined in the Indenture) and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any such registration, transfer or exchange, but the Company and/or the Trustee may require payment of a
sum sufficient to cover any transfer tax or other governmental charge payable in connection therewith. 
 The Company, any Subsidiary
Guarantor, the Trustee, the Paying Agent and any agent of any of them may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment of principal of (and premium, if any), and (subject to
Section 2.10 of the Indenture) interest on, such Note and for all other purposes whatsoever, whether or not this Note be overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent nor any agent of any of them
shall be affected by notice to the contrary. 
 THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK. 

  
 B-7 









 EXHIBIT B 
  

 [FORM OF CERTIFICATE OF TRANSFER] 

FOR VALUE RECEIVED the undersigned holder hereby sell(s), assign(s) and transfer(s) unto 

Insert Taxpayer Identification No. 
 (Please print or typewrite
name and address including zip code of assignee) 
  
  

 
  

the within Note and all rights thereunder, hereby irrevocably constituting and appointing 

 
  

attorney to transfer such Note on the books of the Company with full power of substitution in the premises. 

  
 B-8 









 EXHIBIT B 
  


	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. 


Signature Guarantee:
                                        
 
 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 B-9 









 EXHIBIT B 
  

 OPTION OF HOLDER TO ELECT PURCHASE 

If you wish to have this Note purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, check the box:   ̈. 
 If you wish to have a portion of this Note purchased by the Company pursuant to
Section 3.7 or 3.9 of the Indenture, state the amount below: 

$                     

Date:
                                        
 
 Your Signature:
                                        
 
 (Sign exactly as your name appears on the other side of this Note) 

Signature Guarantee: 
 Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 B-10 









 EXHIBIT B 
  

 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The following increases or decreases in this Global Note have been made: 
  

									
	Date of Exchange	 	Amount of decreases in
principal amount of this
Global Note	 	Amount of increases in
principal amount of this Global
Note	 	Principal amount of this Global
Note following such decreases
or increases	 	Signature of authorized officer
of Trustee or Notes Custodian


  
 B-11 









 EXHIBIT C 
  

 Form of Certificate of Beneficial Ownership 

On or after [            ], 20[    ] 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 
 2 North LaSalle
Street 
 Suite 1020 
 Chicago, IL 60602 

Attention: Corporate Trust24 
  

	 	Re:	Tribune Media Company (the “Company”)  

  

	 	    	[    ]% Senior Notes due 20[    ] (the “Notes”) 


Ladies and Gentlemen: 
 This letter relates to
$________ principal amount of Notes represented by the offshore [temporary] global note certificate (the “[Temporary] Regulation S Global Note”). Pursuant to Section 2.16(3) of the Indenture dated as of June 24, 2015
relating to the Notes (as amended, supplemented, waived or otherwise modified, the “Indenture”), we hereby certify that (1) we are the beneficial owner of such principal amount of Notes represented by the [Temporary]
Regulation S Global Note and (2) we are either (i) a Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation S”) promulgated
under the Securities Act of 1933, as amended (the “Act”) or (ii) a U.S. Person who purchased securities in a transaction that did not require registration under the Act. 

You, the Company and counsel for 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. Terms used in this certificate have the meanings set forth in Regulation S. 

 

			
	 Very truly yours,
  

[Name of Holder]

		
	By:		 
			Authorized Signature


  

	24 	Insert successor address or Trustee, as applicable. 


  
 C-1 









 EXHIBIT D 
  

 Form of Regulation S Certificate 

Regulation S Certificate 
 THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A. 
 2 North LaSalle Street 

Suite 1020 
 Chicago, IL 60602 

Attention: Corporate Trust25 
  

	 	Re:	Tribune Media Company (the “Company”)  

  

	 	  	[    ]% Senior Notes due 20[    ] (the “Notes”) 


Ladies and Gentlemen: 
 In connection with our
proposed sale of $________ aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly, we hereby certify as follows: 
 1. The offer of the Notes was not made
to a person in the United States (unless such person or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or 902(k)(2)(i) of Regulation S under the
circumstances described in Rule 902(h)(3) of Regulation S) or specifically targeted at an identifiable group of U.S. citizens abroad. 

2. Either (a) at the time the buy order was originated, the buyer was outside the United States or we and any
person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person
acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States. 
 3. No directed selling
efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as applicable. 

4. The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

  

	25 	Insert successor address or Trustee, as applicable. 


  
 D-1 









 EXHIBIT D 
  

 5. If we are a dealer or a person receiving a selling concession or other fee
or remuneration in respect of the Notes, and the proposed transfer takes place before the end of the distribution compliance period under Regulation S, or we are an officer or director of the Company or a distributor, we certify that the
proposed transfer is being made in accordance with the provisions of Rules 903 and 904 of Regulation S. 
 6. If
the proposed transfer takes place before the end of the distribution compliance period under Regulation S, the beneficial interest in the Notes so transferred will be held immediately thereafter through Euroclear (as defined in such Indenture)
or Clearstream (as defined in such Indenture). 
 7. We have advised the transferee of the transfer restrictions applicable
to the Notes. 
 You, the Company and counsel for the Company are entitled to rely upon this Certificate and are irrevocably authorized to
produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in
Regulation S. 
  

			
	 Very truly yours,
  

[NAME OF SELLER]

		
	By:		 
			Name:
			Title:
			Address:


 Date of this Certificate: _______________ __, 20__ 

  
 D-2 









 EXHIBIT E 
  

 Form of Supplemental Indenture in Respect of Subsidiary Guarantee 

THIS [●] SUPPLEMENTAL INDENTURE, dated as of [●], 20[●] (this “Supplemental Indenture”), is by and among
Tribune Media Company, a corporation duly organized and existing under the laws of the State of Delaware (and its successors and assigns, the “Company”), each of the parties identified as a New Subsidiary Guarantor on the signature
pages hereto (each, a “New Subsidiary Guarantor” and collectively, the “New Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS,
the Company and the Trustee are parties to an indenture dated as of June 24, 2015 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of Notes in series; 

WHEREAS, the Indenture provides that under certain circumstances the New Subsidiary Guarantors shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the New Subsidiary Guarantors shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein; and 

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Company, the New Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. Agreements to Become Guarantors. Each of the New Subsidiary Guarantors hereby jointly and severally, irrevocably, fully and
unconditionally guarantees, as guarantor and not as a surety, the Company’s obligations for the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and
interest on all the Notes and all other Obligations of the Company under the Indenture and the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Company, or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.6 of the Indenture), on the terms
and subject to the conditions set forth in Article X of the Indenture and agrees to be bound by all other provisions of the Indenture and the Notes applicable to a Guarantor therein. 

3. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. 

  
 E-1 









 EXHIBIT E 
  

 4. No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of the Company or any other direct or indirect parent shall have any liability for any obligations of the Company or the New Subsidiary Guarantors under the Notes, the Indenture, the Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes, by accepting a Note, waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes. This waiver may not be effective
to waive liabilities under the federal securities laws. 
 5. Notices. For purposes of Section 12.1 of the Indenture, the address
for notices to the Company and the New Subsidiary Guarantors shall be: 
 Tribune Media Company 

435 North Michigan Avenue 

Chicago, IL 60611 
 Facsimile No.:
(312) 222-4206 
 Telephone No.: (312) 222-9100 

Attention: Jack Rodden 
 6.
Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together shall represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by telecopier, facsimile or other electronic transmission (i.e. a “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart thereof. 
 8. Effect of Headings. The section headings herein are
for convenience only and shall not affect the construction hereof. 
 9. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company or each of the New Subsidiary Guarantors,
as applicable. 

  
 E-2 









 EXHIBIT E 
  

 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	 [NAME OF SUBSIDIARY GUARANTOR(S)],

as Subsidiary Guarantor

		
	By:		 
			Name:
			Title:
	
	TRIBUNE MEDIA COMPANY
		
	By:		 
			Name:
			Title:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:		 
			Name:
			Title:



  
 E-3 









 EXHIBIT F 
  

 Form of Certificate from Acquiring Institutional Accredited Investors 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 
 2 North LaSalle
Street 
 Suite 1020 
 Chicago, IL 60602 

Attention: Corporate Trust26 
  

	 	Re:	Tribune Media Company (the “Company”) 

 [    ]% Senior
Notes due 20[    ] (the “Notes”) 
 Ladies and Gentlemen: 

In connection with our proposed sale of $________ aggregate principal amount of Notes, we confirm that: 

1. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated
as of June 24, 2015 relating to the Notes (as amended, supplemented, waived or otherwise modified, the “Indenture”) and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in
compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 

2. We understand that the Notes have not been registered under the Securities Act or any other applicable securities law, and that the
Notes 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 accounts for which we are acting as hereinafter stated, that if we should offer, sell, transfer,
pledge, hypothecate or otherwise dispose of any Notes within one year after the original issuance of the Notes, we will do so only (A) to the Company or a Subsidiary, (B) inside the United States to a “qualified
institutional buyer” in compliance with Rule 144A under the Securities Act, (C) inside the United States to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes to you a
signed letter substantially in the form of this letter, (D) outside the United States to a foreign person in compliance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available), or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes
from us a notice advising such purchaser that resales of the Notes are restricted as stated herein and in the Indenture. 
 3. We
understand that, on any proposed transfer of any Notes prior to the later of the original issue date of the Notes and the last date the Notes were held by an affiliate of the 

 

	26 	 Insert successor address or Trustee, as applicable. 



  
 F-1 









 EXHIBIT F 
  

 
Company pursuant to paragraphs 2(C), 2(D) and 2(E) above, 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 transfer complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) 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 acquiring the Notes for investment
purposes and not with a view to, or offer or sale in connection with, any distribution in violation of the Securities Act, and we are each able to bear the economic risk of our or its investment. 

5. We are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment discretion. 
 You, the Company, and counsel for 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.

  

			
	 Very truly yours,
  

(Name of Transferee)

		
	By:		 
			Authorized Signature



  
 F-2 









 EXHIBIT G 
  

 FORM OF SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF NOTES 

[NAME OF COMPANY] 
 as Issuer 

and 
 the Subsidiary Guarantors
from time to time party to the Indenture 
 and 

[NAME] 
 as Trustee 

 
  

[            ] SUPPLEMENTAL INDENTURE 

DATED AS OF [                    ],
20[    ] 
  
  

[    ]% Senior Notes Due 20[    ] 

  
 G-1 









 EXHIBIT G 
  

 [            ]27 SUPPLEMENTAL INDENTURE, dated as of [                    ], 20[    ]
(this “Supplemental Indenture”), among Tribune Media Company (the “Company”), the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and The Bank of New York
Mellon Trust Company, N.A., as Trustee under the Indenture referred to below. 
 W I T N E S S E T H: 

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee, are party to an Indenture, dated as of June 24, 2015 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), relating to the issuance from time to time by the Company of Notes; 

WHEREAS, Section 9.1(xiii) of the Indenture provides that the Company may provide for the issuance of Notes of any series as permitted by
Section 2.4 therein; 
 WHEREAS, in connection with the issuance of the [        ] Notes (as
defined herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the [        ] Notes as hereinafter described; and 

WHEREAS, pursuant to Section 9.1 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture
to amend the Indenture, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section
hereof. 
 2. Title of Notes. There shall be a series of Notes of the Company designated the “[    ]%28 Senior Notes due 20[    ]”29 (the “[        ]30 Notes”). 
 3. Maturity Date. The final Stated Maturity of the
[        ] Notes shall be [[                    ], 20[    ]].31 
  

	27 	Insert supplement number. 


	28 	Insert interest rate. 


	29 	Insert year during which the maturity date falls. 


	30 	Insert title of notes. 


	31 	Insert Maturity Date. 


  
 G-2 









 EXHIBIT G 
  

 4. Interest and Interest Rates. Interest on the Outstanding principal amount of
[        ] Notes will accrue at the rate of [    ]%32 per annum and will be payable semi-annually in arrears on
[[                    ] and
[                    ]]33 in each year, commencing on
[[                    ], 20[    ]],34 to holders of record on the
immediately preceding [[                    ] and
[                    ]],35 respectively (each such
[            ] and [            ], a “Regular Record Date”). Interest on the
[        ] Notes will accrue from the most recent date to which interest has been paid or provided for or, if no interest has been paid, from
[                    ], 20[    ], except that interest on any Additional
[            ] Notes (as defined below) issued on or after the first Interest Payment Date (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued)
from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional [        ] Notes, from the Interest Payment Date immediately preceding the
date of issuance of such Additional [        ] Notes (or if the date of issuance of such Additional [        ] Notes is an Interest Payment Date, from such date of
issuance); provided that if any [        ] Note and any Exchange Notes issued in exchange therefor are surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or
after the date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date. 
 5.
[No] Limitation on Aggregate Principal Amount. The aggregate principal amount of [        ] Notes that may be authenticated and delivered and Outstanding under the Indenture is [not limited] [limited to
$[            ]].36 [The aggregate principal amount of the [        ] Notes shall initially be
$[            ]37 million.]38 [The aggregate principal amount of the
[        ] Notes issued pursuant to this Supplemental Indenture shall be
$[            ] million.]39 Subject to the terms of the Indenture, the Company may from time to time, without the consent of the
Holders, create and issue Additional Notes having the same terms and conditions as the [        ] Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date
on which interest accrues and the first payment of interest thereon. Additional Notes issued in this manner will be consolidated with, and will form a single series with, the [            ]
Notes (any such Additional Notes, “Additional [        ] Notes”), unless otherwise specified for Additional Notes in an applicable Notes Supplemental Indenture, or otherwise designated by the
Company, as contemplated by Section 2.4 of the Indenture. 
  

	32 	Insert interest rate. 


	33 	Insert Interest Payment Dates. 


	34 	Insert First Interest Payment Date. 


	35 	Insert Record Dates. 


	36 	Insert whether the applicable series of Notes will be limited or not. 


	37 	Insert principal amount of issuance. 


	38 	Insert for the initial notes of any applicable series. 


	39 	Insert for the Additional Notes of any applicable series. 


  
 G-3 









 EXHIBIT G 
  

 6. Redemption. 

(a) On and after [[                    ],
20[    ]]40, the Company may redeem the [        ] Notes, at its option, in whole at any time or in part from time to time, upon notice
as described in Section 5.4 of the Indenture, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to (but not including) the Redemption Date (subject to the right of
Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the 12-month period commencing on
[                    ]41 of the years set forth below: 

 

					
	 Redemption Period42
	  	Price43	 
	 20[    ]
	  	 	[    ]	% 
	 20[    ]
	  	 	[    ]	% 
	 20[    ]
	  	 	[    ]	% 
	 20[    ] and thereafter
	  	 	100.000	% 

 (b) In addition, at any time prior to
[                    ], 20[    ],44 the Company may redeem the
[        ] Notes at its option, in whole at any time or in part from time to time, upon notice as described in Section 5.4 of the Indenture, at a redemption price equal to 100.0% of the principal amount
of the [        ] Notes redeemed plus the Applicable Premium calculated by the Company as of the date of the redemption notice, 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 Regular Record Date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date). 

(c) Notwithstanding the foregoing, at any time and from time to time, upon notice as described in Section 5.4 of the Indenture, on or
prior to [                    ], 20[    ],45 the Company may redeem in the
aggregate up to [            ]%46 of the original aggregate principal amount of the
[            ] 
  

	40 	Insert date upon which the Notes are callable. 


	41 	Insert date upon which the Notes are callable. 


	42 	Insert years, adding or deleting lines if applicable. 


	43 	Insert prices. 


	44 	Insert date until which equity clawback is applicable. 


	45 	Insert date until which equity clawback is applicable. 


	46 	 Insert maximum percentage for equity clawback. 



  
 G-4 









 EXHIBIT G 
  

 
Notes (calculated after giving effect to any issuance of any Additional [        ] Notes, or any other Additional Notes of the same series as the
[        ] Notes) with an amount equal to the net cash proceeds of one or more Equity Offerings by the Company or any direct or indirect parent of the Company, to the extent net cash proceeds thereof are
contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amount thereof) equal to
[            ]%,47 plus accrued and unpaid interest, if any, to (but not including) the 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 falling prior to or on the Redemption Date); provided, however, that at least
[            ]% of the original aggregate principal amount of the [    ] Notes (calculated after giving effect to any issuance of any Additional
[        ] Notes, or any other Additional Notes of the same series as the [        ] Notes) must remain outstanding after each such redemption; and provided,
further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated. 

“Applicable Premium” means, with respect to any [    ]Note on any applicable Redemption Date, as
calculated by the Company or on behalf of the Company by such Person as the Company shall designate, the greater of: 
 (1) 1.0% of the then
outstanding principal amount of the [    ]Note; and 
 (2) the excess, if any, of 

(a) the present value at such Redemption Date calculated as of the date of the applicable redemption notice of
(i) the redemption price of the Note at [                    ],
20[    ]48 (such redemption price being that described in Section 6(a)) plus (ii) all required interest payments due on the [    ]Note
through [                    ], 20[    ] (excluding accrued but unpaid interest to (but not including) the redemption date),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 
 (b)
the then outstanding principal amount of the [    ]Note; provided, that, the Trustee shall have no responsibility to calculate or verify the calculation of the Applicable Premium. 

“Treasury Rate” means, as of the applicable Redemption Date, the weekly average yield to maturity at the time of computation,
of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the date of the
applicable redemption notice (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to
[                    ], 20[    ]49, provided, however, that if
the period from such redemption date to 
  

	47 	Insert premium. 


	48 	Insert date upon which the Notes are callable. 


	49 	 Insert date upon which the Notes are callable. 



  
 G-5 









 EXHIBIT G 
  

 
[                    ], 20[    ] is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the period from [                    ], 20[    ] to such date 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. 

7. [            ]50 

8. Form. The [            ] Notes shall be issued substantially in the form
set forth, or referenced, in Article II of the Indenture, and either Exhibit A or B attached to the Indenture, in each case as provided for in Section 2.1 of the Indenture (as such form may be modified in accordance with Section 2.4 of the
Indenture). 
 9. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. 
 10. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby,
the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder
heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental
Indenture. 
 11. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of
which together shall constitute one and the same agreement. 
 12. Headings. The section headings herein are for convenience of
reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 
  

	50 	Include appropriate provisions in accordance with Section 2.4(7) and/or Section 2.4(8) of the Indenture. 


  
 G-6 









 EXHIBIT G 
  

 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	[NAME OF COMPANY]
		
	By:		 
			Name:
			Title:
	
	 [SUBSIDIARY GUARANTORS]
  

[                          
                              ]

		
	By:		 
			Name:
			Title:
	
	[NAME], as Trustee
		
	By:		 
			Authorized Officer



  
 G-7