EX-4.2



 Exhibit 4.2 
  

 
  

SENIOR NOTES INDENTURE 
 Dated as
of November 23, 2010 
 Among 

UNIVISION COMMUNICATIONS INC. 

The GUARANTORS party hereto 
 and

 WILMINGTON TRUST FSB, 
 as
Trustee 
 8 1⁄2% SENIOR NOTES DUE 2021 

 
  

 







 CROSS-REFERENCE TABLE* 

 

			
	Trust Indenture Act Section	  	Indenture Section
		
	310(a)(1)	  	7.10
	      (a)(2)	  	7.10
	      (a)(3)	  	N.A.
	      (a)(4)	  	N.A.
	      (a)(5)	  	7.10
	      (b)	  	7.10
	      (c)	  	N.A.
	311(a)	  	7.11
	      (b)	  	7.11
	      (c)	  	N.A.
	312(a)	  	2.05
	      (b)	  	12.03
	      (c)	  	12.03
	313(a)	  	7.06
	      (b)(1)	  	N.A.
	      (b)(2)	  	7.06; 7.07
	      (c)	  	7.06; 12.02
	      (d)	  	7.06
	314(a)	  	4.03; 12.05
	      (b)	  	N.A.
	      (c)(1)	  	12.04
	      (c)(2)	  	12.04
	      (c)(3)	  	N.A.
	      (d)	  	N.A.
	      (e)	  	12.05
	      (f)	  	N.A.
	315(a)	  	7.01
	      (b)	  	7.05; 12.02
	      (c)	  	7.01
	      (d)	  	7.01
	      (e)	  	6.14
	316(a) (last sentence)	  	2.09
	      (a)(1)(A)	  	6.05
	      (a)(1)(B)	  	6.04
	      (a)(2)	  	N.A.
	      (b)	  	6.07
	      (c)	  	2.12; 9.04
	317(a)(1)	  	6.08
	      (a)(2)	  	6.12
	      (b)	  	2.04
	318(a)	  	12.01
	      (b)	  	N.A.
	      (c)	  	12.01

 N.A. means not applicable. 
  

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








 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	
	ARTICLE I	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 SECTION 1.01.
	  	 Definitions
	  	 	1	  
	 SECTION 1.02.
	  	 Other Definitions
	  	 	31	  
	 SECTION 1.03.
	  	 Incorporation by Reference of Trust Indenture Act
	  	 	32	  
	 SECTION 1.04.
	  	 Rules of Construction
	  	 	32	  
	 SECTION 1.05.
	  	 Acts of Holders
	  	 	33	  
	
	ARTICLE II	  
	
	THE NOTES	  
			
	 SECTION 2.01.
	  	 Form and Dating; Terms
	  	 	34	  
	 SECTION 2.02.
	  	 Execution and Authentication
	  	 	35	  
	 SECTION 2.03.
	  	 Registrar and Paying Agent
	  	 	36	  
	 SECTION 2.04.
	  	 Paying Agent to Hold Money in Trust
	  	 	36	  
	 SECTION 2.05.
	  	 Holder Lists
	  	 	36	  
	 SECTION 2.06.
	  	 Transfer and Exchange
	  	 	36	  
	 SECTION 2.07.
	  	 Replacement Notes
	  	 	47	  
	 SECTION 2.08.
	  	 Outstanding Notes
	  	 	47	  
	 SECTION 2.09.
	  	 Treasury Notes
	  	 	48	  
	 SECTION 2.10.
	  	 Temporary Notes
	  	 	48	  
	 SECTION 2.11.
	  	 Cancellation
	  	 	48	  
	 SECTION 2.12.
	  	 Defaulted Interest
	  	 	48	  
	 SECTION 2.13.
	  	 CUSIP/ISIN Numbers
	  	 	49	  
	 SECTION 2.14.
	  	 Calculation of Principal Amount of Securities
	  	 	49	  
	
	ARTICLE III	  
	
	REDEMPTION	  
			
	 SECTION 3.01.
	  	 Notices to Trustee
	  	 	49	  
	 SECTION 3.02.
	  	 Selection of Notes to Be Redeemed
	  	 	49	  
	 SECTION 3.03.
	  	 Notice of Redemption
	  	 	50	  
	 SECTION 3.04.
	  	 Effect of Notice of Redemption
	  	 	51	  
	 SECTION 3.05.
	  	 Deposit of Redemption Price
	  	 	51	  
	 SECTION 3.06.
	  	 Notes Redeemed in Part
	  	 	51	  
	 SECTION 3.07.
	  	 Optional Redemption
	  	 	51	  
	 SECTION 3.08.
	  	 Mandatory Redemption
	  	 	52	  
	 SECTION 3.09.
	  	 Asset Sale Offers to Purchase
	  	 	52	  


  
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	 	  	 	  	Page	 
	
	ARTICLE IV	  
	
	COVENANTS	  
			
	SECTION 4.01.	  	 Payment of Notes
	  	 	54	  
	SECTION 4.02.	  	 Maintenance of Office or Agency
	  	 	55	  
	SECTION 4.03.	  	 Reports and Other Information
	  	 	55	  
	SECTION 4.04.	  	 Compliance Certificate
	  	 	57	  
	SECTION 4.05.	  	 Taxes
	  	 	58	  
	SECTION 4.06.	  	 Stay, Extension and Usury Laws
	  	 	58	  
	SECTION 4.07.	  	 Limitation on Restricted Payments
	  	 	58	  
	SECTION 4.08.	  	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	 	66	  
	SECTION 4.09.	  	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	  	 	67	  
	SECTION 4.10.	  	 Asset Sales
	  	 	73	  
	SECTION 4.11.	  	 Transactions with Affiliates
	  	 	75	  
	SECTION 4.12.	  	 Liens
	  	 	77	  
	SECTION 4.13.	  	 Corporate Existence
	  	 	77	  
	SECTION 4.14.	  	 Offer to Repurchase Upon Change of Control
	  	 	77	  
	SECTION 4.15.	  	 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
	  	 	79	  
	SECTION 4.16.	  	 Suspension of Covenants
	  	 	80	  
	
	ARTICLE V	  
	
	SUCCESSORS	  
			
	SECTION 5.01.	  	 Merger, Consolidation or Sale of All or Substantially All Assets
	  	 	81	  
	SECTION 5.02.	  	 Successor Corporation Substituted
	  	 	82	  
	
	ARTICLE VI	  
	
	DEFAULTS AND REMEDIES	  
			
	SECTION 6.01.	  	 Events of Default
	  	 	83	  
	SECTION 6.02.	  	 Acceleration
	  	 	84	  
	SECTION 6.03.	  	 Other Remedies
	  	 	85	  
	SECTION 6.04.	  	 Waiver of Past Defaults
	  	 	85	  
	SECTION 6.05.	  	 Control by Majority
	  	 	85	  
	SECTION 6.06.	  	 Limitation on Suits
	  	 	85	  
	SECTION 6.07.	  	 Rights of Holders of Notes to Receive Payment
	  	 	86	  
	SECTION 6.08.	  	 Collection Suit by Trustee
	  	 	86	  
	SECTION 6.09.	  	 Restoration of Rights and Remedies
	  	 	86	  
	SECTION 6.10.	  	 Rights and Remedies Cumulative
	  	 	86	  
	SECTION 6.11.	  	 Delay or Omission Not Waiver
	  	 	86	  
	SECTION 6.12.	  	 Trustee May File Proofs of Claim
	  	 	87	  
	SECTION 6.13.	  	 Priorities
	  	 	87	  
	SECTION 6.14.	  	 Undertaking for Costs
	  	 	87	  


  
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	 	  	 	  	Page	 
	
	ARTICLE VII	  
	
	TRUSTEE	  
	SECTION 7.01.	  	 Duties of Trustee
	  	 	88	  
	SECTION 7.02.	  	 Rights of Trustee
	  	 	89	  
	SECTION 7.03.	  	 Individual Rights of Trustee
	  	 	89	  
	SECTION 7.04.	  	 Trustee’s Disclaimer
	  	 	90	  
	SECTION 7.05.	  	 Notice of Defaults
	  	 	90	  
	SECTION 7.06.	  	 Reports by Trustee to Holders of the Notes
	  	 	90	  
	SECTION 7.07.	  	 Compensation and Indemnity
	  	 	90	  
	SECTION 7.08.	  	 Replacement of Trustee
	  	 	91	  
	SECTION 7.09.	  	 Successor Trustee by Merger, etc.
	  	 	92	  
	SECTION 7.10.	  	 Eligibility; Disqualification
	  	 	92	  
	SECTION 7.11.	  	 Preferential Collection of Claims Against Issuer
	  	 	92	  
	
	ARTICLE VIII	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	SECTION 8.01.	  	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	92	  
	SECTION 8.02.	  	 Legal Defeasance and Discharge
	  	 	92	  
	SECTION 8.03.	  	 Covenant Defeasance
	  	 	93	  
	SECTION 8.04.	  	 Conditions to Legal or Covenant Defeasance
	  	 	94	  
	SECTION 8.05.	  	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	  	 	95	  
	SECTION 8.06.	  	 Repayment to Issuer
	  	 	95	  
	SECTION 8.07.	  	 Reinstatement
	  	 	95	  
	
	ARTICLE IX	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	SECTION 9.01.	  	 Without Consent of Holders of Notes
	  	 	96	  
	SECTION 9.02.	  	 With Consent of Holders of Notes
	  	 	97	  
	SECTION 9.03.	  	 Compliance with Trust Indenture Act
	  	 	98	  
	SECTION 9.04.	  	 Revocation and Effect of Consents
	  	 	98	  
	SECTION 9.05.	  	 Notation on or Exchange of Notes
	  	 	98	  
	SECTION 9.06.	  	 Trustee to Sign Amendments, etc.
	  	 	99	  
	SECTION 9.07.	  	 Payment for Consent
	  	 	99	  
	
	ARTICLE X	  
	
	GUARANTEES	  
			
	SECTION 10.01.	  	 Guarantee
	  	 	99	  
	SECTION 10.02.	  	 Limitation on Guarantor Liability
	  	 	100	  
	SECTION 10.03.	  	 Execution and Delivery
	  	 	101	  
	SECTION 10.04.	  	 Subrogation
	  	 	101	  
	SECTION 10.05.	  	 Benefits Acknowledged
	  	 	101	  
	SECTION 10.06.	  	 Release of Guarantees
	  	 	101	  


  
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	 	  	 	  	Page	 
	
	ARTICLE XI	  
	
	SATISFACTION AND DISCHARGE	  
			
	SECTION 11.01.	  	 Satisfaction and Discharge
	  	 	102	  
	SECTION 11.02.	  	 Application of Trust Money
	  	 	103	  
	
	ARTICLE XII	  
	
	MISCELLANEOUS	  
	SECTION 12.01.	  	 Trust Indenture Act Controls
	  	 	103	  
	SECTION 12.02.	  	 Notices
	  	 	103	  
	SECTION 12.03.	  	 Communication by Holders of Notes with Other Holders of Notes
	  	 	104	  
	SECTION 12.04.	  	 Certificate and Opinion as to Conditions Precedent
	  	 	104	  
	SECTION 12.05.	  	 Statements Required in Certificate or Opinion
	  	 	105	  
	SECTION 12.06.	  	 Rules by Trustee and Agents
	  	 	105	  
	SECTION 12.07.	  	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	 	105	  
	SECTION 12.08.	  	 Governing Law
	  	 	105	  
	SECTION 12.09.	  	 Waiver of Jury Trial
	  	 	105	  
	SECTION 12.10.	  	 Force Majeure
	  	 	105	  
	SECTION 12.11.	  	 No Adverse Interpretation of Other Agreements
	  	 	106	  
	SECTION 12.12.	  	 Successors
	  	 	106	  
	SECTION 12.13.	  	 Severability
	  	 	106	  
	SECTION 12.14.	  	 Counterpart Originals
	  	 	106	  
	SECTION 12.15.	  	 Table of Contents, Headings, etc.
	  	 	106	  

 EXHIBITS 

 

			
	Exhibit A	  	Form of Note
	Exhibit B	  	Form of Certificate of Transfer
	Exhibit C	  	Form of Certificate of Exchange
	Exhibit D	  	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors


  
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 SENIOR NOTES INDENTURE, dated as of November 23, 2010, among Univision Communications Inc.,
a Delaware corporation, the Guarantors (as defined herein) listed on the signature pages hereto and Wilmington Trust FSB, as trustee. 

W I T N E S S E T H 

WHEREAS, the Issuer has duly authorized the creation of an issue of $500,000,000 aggregate principal amount of
8 1⁄2% Senior Notes due 2021 (the “Initial Notes”); and 

WHEREAS, the Issuer and each of the Guarantors have duly authorized the execution and delivery of this Indenture. 

NOW, THEREFORE, the Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders of the Notes. 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01. Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend
and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule
144A. 
 “2011 Notes” means $500.0 million aggregate principal amount of the Issuer’s 7.85% Senior Notes due 2011
issued July 18, 2001. 
 “2014 Notes” means $545.0 million aggregate principal amount of the Issuer’s 12% Senior
Secured Notes due 2014 issued July 9, 2009. 
 “2015 Notes” means $1.5 billion aggregate principal amount of the
Issuer’s 9.75% /10.50% Senior Notes due 2015 issued March 29, 2007, including any additional 2015 Notes issued in connection with any payment of interest on the 2015 Notes made by increasing the outstanding principal amount of the 2015
Notes. 
 “2020 Notes” means $750.0 million aggregate principal amount of the Issuer’s 7 7/8% Senior Secured Notes due
2020 issued October 26, 2010. 
 “Acquired Indebtedness” means, with respect to any specified Person, 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and 

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







 “Additional Notes” means additional Notes (other than the Initial Notes) issued
from time to time under this Indenture in accordance with Section 2.01(e) hereof. 
 “Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 

“Agent” means any Registrar or Paying Agent. 

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 

(1) 1.0% of the principal amount of such Note on such Redemption Date; and 

(2) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Note at
November 15, 2015 (such redemption price being set forth in the table in Section 3.07(b)), plus (B) all required interest payments due on such Note through November 15, 2015 (excluding accrued but unpaid interest to the
Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (ii) the principal amount of such Note on such Redemption Date. 

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note,
the rules and procedures of the Depositary that apply to such transfer, redemption or exchange. 
 “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 and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of
related transactions; 
 in each case, other than: 

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course
of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business; 

(b) the disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries in a manner
permitted pursuant to the provisions described in Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under
Section 4.07 hereof; 

  
 -2- 








 (d) any disposition of assets or issuance or sale of Equity Interests of a
Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $50.0 million; 

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or
by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer; 
 (f) to the extent
allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 

(g) the sale, lease, assignment or sub-lease of any real or personal property in the ordinary course of business; 

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

(i) foreclosures on assets; 

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; 

(k) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the
Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture; 
 (l) sales of
accounts receivable, or participations therein, in connection with the collection or compromise thereof; 
 (m) transfers of
property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds thereof; provided such net cash proceeds are deemed to be Net Proceeds and are applied in accordance with
Section 4.10(b) hereof; 
 (n) the abandonment of intellectual property rights in the ordinary course of business, which
in the reasonable good faith determination of the Issuer or a Restricted Subsidiary are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole; 

(o) voluntary terminations of Hedging Obligations; and 

(p) any disposition of Specified Assets. 

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

“Business Day” means each day which is not a Legal Holiday. 

“Capital Stock” means: 

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

  
 -3- 








 (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. 

“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. 

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or
accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as
capitalized costs on the consolidated balance sheet of such Person and its Restricted Subsidiaries. 
 “Cash Equivalents”
means: 
 (1) United States dollars; 

(2) (a) euro or any national currency of any participating member state of the EMU; or 

(b) in the case of the Issuer or a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary
course of business; 
 (3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S.
government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; 

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million
(or the U. S. Dollar Equivalent as of the date of determination) in the case of non-U.S. banks; 
 (5) repurchase obligations
for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above; 

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months
after the date of creation thereof; 
 (7) marketable short-term money market and similar securities having a rating of at
least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency), and in each case maturing within 24 months
after the date of creation thereof; 

  
 -4- 








 (8) investment funds investing 95% of their assets in securities of the types
described in clauses (1) through (7) above; 
 (9) readily marketable direct obligations issued by any state,
commonwealth or territory of the United States or any political subdivision or taxing authority thereof, in each case, having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of
acquisition; 
 (10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P
or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; 
 (11)
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; and 

(12) solely for purposes of calculating the Consolidated Leverage Ratio and the Consolidated Secured Debt Ratio, the Equity
Interests in Entravision Communications Corporation held by the Issuer on the Issue Date; provided that such common stock shall be valued at 90% of the average closing price over the last 30 trading days preceding on date of determination.

 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses
(1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten (10) Business Days following the receipt of such
amounts. 
 “Change of Control” means the occurrence of any of the following: 

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the
Issuer and its Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or 
 (2) the Issuer
becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group acting for the purpose of acquiring, holding or disposing
of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or
purchase of “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent
companies provided that for purposes of calculating the “beneficial ownership” of any group, any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not be included in determining the amount of Voting Stock
“beneficially owned” by such group and, provided, further, that notwithstanding the foregoing no Person or group shall be deemed to “beneficially own” any security it has a right to acquire to the extent the
exercise of such right is prohibited by law or the rules and regulations of the Federal Communications Commission or is subject to the Federal Communications Commission’s approval. 

  
 -5- 








 “Clearstream” means Clearstream Banking, Société Anonyme. 

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of
depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other
post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 

“Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total
amount of Indebtedness of the Issuer and its Restricted Subsidiaries, plus (2) the greater of the aggregate liquidation value and maximum fixed repurchase price without regard to any change of control or redemption premiums of all Disqualified
Stock of the Issuer and the Restricted Guarantors and all Preferred Stock of its Restricted Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP. 

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: 

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense
was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and
charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other
derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding
(x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges
(including any interest expense) related to any Receivables Facility); plus  
 (2) consolidated capitalized interest
of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus  
 (3) solely for
purposes of determining Consolidated Interest Expense for purposes of clause (a)(3)(A) of Section 4.07 hereof, such amount of Restricted Payments made during such period pursuant to clause (b)(17) of Section 4.07 hereof; less  

(4) interest income of such Person and its Restricted Subsidiaries for such period. 

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

“Consolidated Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of
the Issuer and its Restricted Subsidiaries on such date less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Issuer and its Restricted Subsidiaries and held by the Issuer and
its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such
date for which internal financial statements are available. 

  
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 In the event that the Issuer or any Restricted Subsidiary (i) incurs, redeems, retires or
extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the
event for which the calculation of the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence,
redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to
such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date, and other operational changes that the Issuer or any of its Restricted Subsidiaries has determined to make and/or made during the
four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such
Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the four-quarter reference period. If since the beginning of such period any
Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation,
consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated
giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation,
consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate,
in the reasonable determination of the Issuer as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition,
amalgamation, merger or operational change and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (1) to the “Summary Historical and Pro Forma Consolidated
Financial Data” under “Offering Circular Summary” in the offering circular with respect to the Issuer’s 2015 Notes dated March 1, 2007 to the extent such adjustments, without duplication, continue to be applicable to such
four-quarter period; provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes, such actions are
taken no later than 48 months after the Issue Date and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in
any pro forma calculation shall not exceed $80.0 million for any four consecutive quarter period. 

  
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 For the purposes of this definition, any amount in a currency other than U.S. dollars will be
converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the
applicable period. 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication, 

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating
thereto) or expenses, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded, 

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such
period, 
 (3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or
losses on disposal of disposed, abandoned or discontinued operations shall be excluded, 
 (4) any after-tax effect of gains
or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded, 

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to
the extent converted into cash) to such Person or a Subsidiary thereof that is the Issuer or a Restricted Subsidiary in respect of such period, 

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3) of
Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income
is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that
Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to
the extent not already included therein, 
 (7) effects of purchase accounting adjustments (including the effects of such
adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition (including prior to the Issue Date) or
the amortization or write-off of any amounts thereof, net of taxes, shall be excluded, 

  
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 (8) any after-tax effect of income (loss) from the early extinguishment of
Indebtedness or Hedging Obligations or other derivative instruments shall be excluded, 
 (9) any impairment charge or asset
write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded, 

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted
stock or other rights shall be excluded, and 
 (11) any fees and expenses incurred during such period, or any amortization
thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction (including the refinancing contemplated by the Issuer’s cash
tender offer to purchase up to $460.0 million aggregate principal amount of the 2015 Notes commenced on November 8, 2010) or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the
Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded. 

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (a)(3)(D) thereof), there shall be excluded
from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its
Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an
Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.07(a)(3)(D) hereof. 

“Consolidated Secured Debt Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness
of the Issuer and its Restricted Subsidiaries on such date that is secured by Liens less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Issuer and its Restricted Subsidiaries
and held by the Issuer and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending
immediately prior to such date for which internal financial statements are available. 
 In the event that the Issuer or any Restricted
Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured
Debt Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Secured Debt Ratio is made (the “Consolidated Secured Debt Ratio Calculation Date”), then the Consolidated
Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the
same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above,
Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant
to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Secured Debt Ratio Calculation 

  
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Date, and other operational changes that the Issuer or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such
reference period and on or prior to or simultaneously with the Consolidated Secured Debt Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers,
amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted
Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or
operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect thereto for such
period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation,
consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate,
in the reasonable determination of the Issuer as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition,
amalgamation, merger or operational change; and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (1) to the “Summary Historical and Pro Forma
Consolidated Financial Data” under “Offering Circular Summary” in the offering circular with respect to the Issuer’s 2015 Notes dated March 1, 2007 to the extent such adjustments, without duplication, continue to be
applicable to such four-quarter period; provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational
changes, such actions are taken no later than 48 months after the Issue Date and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an
acquisition) included in any pro forma calculation shall not exceed $80.0 million for any four consecutive quarter period. 
 For the
purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of
determination determined in a manner consistent with that used in calculating EBITDA for the applicable period. 
 “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. 

  
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 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee
specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer. 

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities,
including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness,
including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any
indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or
indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional
borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 
 “Custodian”
means the Trustee, as custodian with respect to the Notes, each in global form, or any successor entity thereto. 

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

 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 2.06(c) or (e) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form,
any Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a
Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of
the Issuer, 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 Issuer, a Restricted Subsidiary or any direct or indirect parent
corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to the Issuer or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or its Subsidiaries) and is so
designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in
clause (3) of Section 4.07(a). 

  
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 “Disqualified Stock” means, with respect to any Person, any Capital Stock of
such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a
change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior
to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or
its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations. 

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period 
 (1) increased (without duplication) by: 

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar
taxes, foreign withholding taxes and foreign unreimbursed value added taxes of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; provided that the
aggregate amount of unreimbursed value added taxes to be added back for any four consecutive quarter period shall not exceed $2.0 million; plus 

(b) Fixed Charges of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or
other derivative instruments entered into for the purpose of hedging interest rate risk, (y) fees payable in respect of letters of credit and (z) costs of surety bonds in connection with financing activities, in each case, to the extent
included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus 

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the
same were deducted (and not added back) in computing Consolidated Net Income; plus 
 (d) any expenses or charges
(other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, re-capitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this Indenture (including
a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes, (ii) any amendment or other modification of the Senior Credit Facilities, the Existing Senior Notes and
the Notes and (iii) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility, and, in each case, deducted (and not added back) in computing Consolidated Net Income;
plus 
 (e) other than for the purpose of determining the amount available for Restricted Payments under clause
(3) of Section 4.07(a) hereof, the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs
incurred in connection with acquisitions after March 29, 2007, costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs, conversion costs and excess pension charges and consulting fees
incurred in connection with any of the foregoing; plus 

  
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 (f) any other non-cash charges, including any write offs or write downs, reducing
Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted
from EBITDA in such future period to the extent paid, and excluding amortization of a prepaid cash item that was paid in a prior period); plus 

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of
third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus 

(h) other than for the purpose of determining the amount available for Restricted Payments under clause (3) of
Section 4.07(a) hereof, the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the extent otherwise permitted under Section 4.11 hereof deducted (and not added back) in
computing Consolidated Net Income; plus 
 (i) the amount of loss on sale of receivables and related assets to the
Receivables Subsidiary in connection with a Receivables Facility deducted (and not added back) in computing Consolidated Net Income; plus 

(j) any costs or expense deducted (and not added back) in computing Consolidated Net Income by such Person or any such
Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash
proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in
clause (3) of Section 4.07(a) hereof; plus 
 (k) (i) other than for the purpose of determining the
amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof, any costs or expense (other than those described in clause (ii) of this paragraph (k)) deducted (and not added back) in computing Consolidated Net
Income by such Person or any such Subsidiary relating to the defense of the pending litigation proceedings with Televisa, S.A. de C.V. and any future claims related thereto and (ii) any program license fee overcharges and any program license
fee payments under protest in connection with such litigation, in each case deducted (and not added back) in computing Consolidated Net Income; provided that, with respect to clause (ii) only, if either (1) a final decision shall
have been determined and such decision either is not subject to appeal or an appeal of such decision is not filed by such Person with 30 days of such decision or (2) such litigation has been settled by the parties, then EBITDA shall be
increased by the amount of such program license fee overcharges and such program license payments under protest less the amount, if any, of any of such payments which are retained by Televisa, S.A. De C.V. or its Affiliates pursuant to the decision
or settlement; 

  
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 (2) decreased by (without duplication) (a) non-cash gains increasing
Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and
(b) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income;
and 
 (3) increased or decreased by (without duplication): 

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial
Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable, 

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements
of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk). 
 “EMU” means
economic and monetary union as contemplated in the Treaty on European Union. 
 “Equity Interests” means Capital Stock and
all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or of a direct or
indirect parent of the Issuer (excluding Disqualified Stock), other than: 
 (1) public offerings with respect to any such
Person’s common stock registered on Form S-8; 
 (2) issuances to the Issuer or any Subsidiary of the Issuer; and 

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

“euro” means the single currency of participating member states of the EMU. 

“Euroclear” means Euroclear 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. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by or
contributed to the Issuer from, 
 (1) contributions to its common equity capital, and 

(2) the sale (other than to the Issuer or a Subsidiary of the Issuer or to any management equity plan or stock option plan or
any other management or employee benefit plan or agreement of the Issuer or a Subsidiary of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer, 

  
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 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such
capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof. 

“Existing Senior Notes” means the Issuer’s outstanding 2011 Notes, outstanding 2014 Notes, outstanding 2015 Notes and
outstanding 2020 Notes. 
 “Existing Senior Secured Notes” means the Issuer’s outstanding 2014 Notes and outstanding
2020 Notes. 
 “Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of: 

(1) Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period; plus  

(2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items
eliminated in consolidation) on any series of Preferred Stock of the Issuer or a Restricted Subsidiary during such period; plus  

(3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items
eliminated in consolidation) on any series of Disqualified Stock of the Issuer or a Restricted Subsidiary during such period. 

“Foreign Subsidiary” means any Subsidiary that is not organized or existing under the laws of the United States, any state
thereof or the District of Columbia, and any Restricted Subsidiary of such Foreign Subsidiary. 
 “Foreign Subsidiary Total
Assets” means the total assets of Foreign Subsidiaries of the Issuer, determined on a consolidated basis in accordance with GAAP, as of the most recent balance sheet date of the Issuer. 

“GAAP” means generally accepted accounting principles in the United States which are in effect on March 29, 2007, except
with respect to Section 4.03 hereof, for which “GAAP” shall mean generally accepted accounting principles in the United States which are then in effect. 

“Global Note Legend” means the legend set forth in Section 2.06(f)(ii) hereof, which is required to be placed on all
Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Global Notes,
substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b) or 2.06(d) hereof. 

“Government Securities” means 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, 

  
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which, in either 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 Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt;
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government
Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt. 

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture. 

“Guarantor” means, each Person that Guarantees the Notes in accordance with the terms of this Indenture. 

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer
or mitigation of interest rate or currency risks either generally or under specific contingencies. 
 “Holder” means the
Person in whose name a Note is registered on the Registrar’s books. 
 “Indebtedness” means, with respect to any
Person, without duplication: 
 (1) any indebtedness (including principal and premium) 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 balance deferred and unpaid of the
purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and
(ii) liabilities accrued in the ordinary course of business; or 
 (d) representing any Hedging Obligations; 

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability
upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

  
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 (2) to the extent not otherwise included, any obligation by such Person to be
liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by
endorsement of negotiable instruments for collection in the ordinary course of business; and 
 (3) to the extent not
otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in
the ordinary course of business and (b) obligations under or in respect of Receivables Facilities. 
 “Indenture”
means this Senior Notes Indenture, as amended or supplemented from time to time. 
 “Independent Financial Advisor” means
an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been
engaged. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

 “Initial Purchasers” means Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC. 
 “Interest Payment Date” has
the meaning set forth in paragraph 1 of each 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 United States government or any agency or
instrumentality thereof (other than Cash Equivalents); 
 (2) debt securities or debt instruments with an Investment Grade
Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and the Subsidiaries of the Issuer; 

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and
(2) which fund may also hold immaterial amounts of cash pending investment or distribution; and 
 (4) corresponding
instruments in countries other than the United States customarily utilized for high quality investments. 

  
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 “Investments” means, with respect to any Person, all investments by such Person
in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to directors,
officers, employees and consultants, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are
required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.
For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof: 
 (1)
“Investments” shall include the portion (proportionate to the Issuer’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such
Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer or applicable Restricted Subsidiary shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to: 
 (a) the Issuer’s
direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less 
 (b) the portion
(proportionate to the Issuer’s direct or indirect 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, in each case as determined in good faith by the Issuer. 
 “Investors” means (i) Madison Dearborn Partners,
LLC, Providence Equity Partners Inc., Saban Capital Group, Texas Pacific Group and Thomas H. Lee Partners and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing, (ii) any
Person that acquires Capital Stock of Broadcasting Media Partners, Inc. or Broadcast Media Partners Holdings, Inc. on or prior to the Issue Date, and any Affiliate of such Persons and (iii) any Person that acquires Capital Stock of Broadcasting
Media Partners, Inc. pursuant to the transactions contemplated by the Televisa MOU as in effect on the Issue Date, and any Affiliate of such Persons. 

“Issue Date” means November 23, 2010. 

“Issuer” means Univision Communications Inc., a Delaware corporation, and any of its successors. 

“Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer, who must be the
principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee. 

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in
the State of New York. 
 “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), 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


  
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any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to
give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Restricted
Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net
Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration
received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any
relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of
principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (b)(1) of Section 4.10) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer 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 Issuer or any of its Restricted Subsidiaries after such sale or other
disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 

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

“Notes” means the Initial Notes authenticated and delivered under this Indenture and any Additional Notes subsequently issued
under this Indenture. 
 “Obligations” means any principal (including any accretion), 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, federal
or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal
(including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 

“Offering Memorandum” means the confidential offering memorandum, dated November 9, 2010, relating to the sale of the
Initial Notes. 
 “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice
President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer. 
 “Officer’s
Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that
meets the requirements set forth in this Indenture. 

  
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 “OIBDA” means the non-GAAP financial measure calculated in substantially the
same manner calculated in the Offering Memorandum under the caption “Summary Historical Consolidated Financial Data” (with such adjustments or changes to such presentation as deemed appropriate by the Issuer). 

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an
employee of or counsel to the Issuer or the Trustee. 
 “Participant” means, with respect to the Depositary a Person who
has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream). 
 “Permitted Asset
Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person;
provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof. 

“Permitted Holders” means (i) each of the Investors and (ii) and any direct or indirect parent of the Issuer on the
Issue Date or any Wholly Owned Subsidiary of such Person. 
 “Permitted Investments” means: 

(1) any Investment in the Issuer or any of its Restricted Subsidiaries; 

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities; 

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as
a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or 

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers
or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation
of such acquisition, merger, consolidation or transfer; 
 (4) any Investment in securities or other assets not constituting
cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale; 

(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an
Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in
existence on the Issue Date or (y) as otherwise permitted under this Indenture; 
 (6) any Investment acquired by the
Issuer or any of its Restricted Subsidiaries: 
 (a) in exchange for any other Investment or accounts receivable held by
the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or 

(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or
other transfer of title with respect to any secured Investment in default; 

  
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 (7) Hedging Obligations permitted under clause (b)(9) of Section 4.09
hereof; 
 (8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other
Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of $300.0 million and 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at
the time made and without giving effect to subsequent changes in value); 
 (9) Investments the payment for which consists of
Equity Interests (exclusive of Disqualified Stock) of the Issuer or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under
clause (3) of Section 4.07(a) hereof; 
 (10) Indebtedness permitted under Section 4.09 hereof; 

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of
Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (8) of Section 4.11(b) hereof); 

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

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to
this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $300.0
million and 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuer, are necessary or
advisable to effect any Receivables Facility; 
 (15) advances to, or guarantees of Indebtedness of, directors, employees,
officers and consultants not in excess of $20.0 million outstanding at any one time, in the aggregate; 
 (16) loans and
advances to officers, directors and employees for moving expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect
parent company thereof; 
 (17) Investments in the ordinary course of business consisting of endorsements for collection or
deposit; 

  
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 (18) Investments by the Issuer or any of its Restricted Subsidiaries in any other
Person pursuant to a “local marketing agreement” or similar arrangement relating to a station owned or licensed by such Person; and 

(19) Investments in joint ventures in an aggregate amount not to exceed $25.0 million outstanding at any one time, in the
aggregate. 
 “Permitted Liens” means, with respect to any Person: 

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits
of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits 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 and mechanics’ Liens, in each case for sums not
yet overdue for a period of 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 if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or subject to
penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 

(4) Liens in favor of the issuer of stay, customs, appeal, performance and surety bonds or bid bonds or with respect to other
regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership
of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 

(6) Liens securing Obligations under Indebtedness permitted to be incurred pursuant to clause (2), (4), (11)(b), (17) or
(18) under Section 4.09(b); provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred
pursuant to clauses (4) and (18) are solely on the assets financed, purchased, constructed, improved, acquired or assets of the acquired entity, as the case may be; 

(7) Liens existing on the Issue Date (other than Liens securing the Existing Senior Secured Notes and the Senior Credit
Facilities); 

  
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 (8) Liens securing the Existing Senior Secured Notes; 

(9) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided,
however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by
the Issuer or any of its Restricted Subsidiaries; 
 (10) Liens on property at the time the Issuer or a Restricted Subsidiary
acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or
in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries; 

(11) Liens securing Indebtedness or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer or another
Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 
 (12) Liens securing Hedging
Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations; 

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

(14) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially
interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness; 

(15) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the
Issuer and its Restricted Subsidiaries in the ordinary course of business; 
 (16) Liens in favor of the Issuer or any
Restricted Guarantor; 
 (17) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary
course of business to the Issuer’s or such Restricted Subsidiary’s client at which equipment is located; 
 (18)
Liens on accounts receivable and related assets incurred in connection with a Receivables Facility; 
 (19) Liens to secure
any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness permitted to be incurred pursuant to Section 4.09 secured by
any Lien referred to in the foregoing clauses (6), (7), (8), (9) and (10); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on
such property), and (b) the Indebtedness secured by such Lien at such time is not increased 

  
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to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9) and
(10) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 

(20) deposits made in the ordinary course of business to secure liability to insurance carriers; 

(21) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $75.0 million
at any one time outstanding; 
 (22) Liens securing judgments for the payment of money not constituting an Event of Default
under clause (5) of Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period
within which such proceedings may be initiated has not expired; 
 (23) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 

(24) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course
of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits
(including the right of set-off) and which are within the general parameters customary in the banking industry; 
 (25) Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 

(26) 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; and 

(27) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not
given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary
course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business. 

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such
Indebtedness. 
 “Person” means any individual, corporation, limited liability company, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

  
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 “Preferred Stock” means any Equity Interest with preferential rights of payment
of dividends or upon liquidation, dissolution, or winding up. 
 “Private Placement Legend” means the legend set forth in
Section 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 

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

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business;
provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith. 

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes
publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be. 

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified,
extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its
Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a
Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary. 
 “Receivables
Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a
Restricted Subsidiary in connection with, any Receivables Facility. 
 “Receivables Subsidiary” means any Subsidiary formed
for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto. 

“Record Date” for the interest payable on any applicable Interest Payment Date means with respect to the Notes, May 1 or
November 1 (whether or not a Business Day) immediately preceding such Interest Payment Date. 
 “Regulation S” means
Regulation S promulgated under the Securities Act. 
 “Regulation S-X” means Regulation S-X promulgated under the
Securities Act. 
 “Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global
Note, as applicable. 
 “Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the
Regulation S Temporary Global Note of the applicable series upon expiration of the Restricted Period. 

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

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(f)(iii) hereof. 

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business,
provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a
Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 
 “Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any
other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge
of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

“Restricted Cash” means cash and Cash Equivalents held by the Issuer and its Restricted Subsidiaries that is contractually
restricted from being distributed to the Issuer, except for such restrictions that are contained in agreements governing Indebtedness permitted under this Indenture and that is secured by such cash or Cash Equivalents, or are classified as
“restricted cash” on the consolidated balance sheet of the Issuer prepared in accordance with GAAP. 
 “Restricted
Definitive Note” means a Definitive Note bearing, or that is required to bear, the Private Placement Legend. 
 “Restricted
Global Note” means a Global Note bearing, or that is required to bear, the Private Placement Legend. 
 “Restricted
Guarantor” means a Guarantor that is a Restricted Subsidiary. 
 “Restricted Investment” means an Investment other
than a Permitted Investment. 
 “Restricted Period” means the 40-day distribution compliance period as defined in
Regulation S. 
 “Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of the Issuer (including
any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the
definition of “Restricted Subsidiary”. 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 

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

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

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

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its
rating agency business. 
 “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer
or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing. 

“SEC” means the U.S. Securities and Exchange Commission. 

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries 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 Facilities” means the Credit Facility under the Credit Agreement, dated as of March 29,
2007, by and among the Issuer, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank AG New York Branch, as administrative agent, including any guarantees, collateral documents, instruments and
agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or
other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases
the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof). 

“Senior Indebtedness” means: 

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities, Existing Senior Notes or
Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect
thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the
Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; 

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any
Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be
incurred under the terms of this Indenture; 
 (3) any other Indebtedness of the Issuer or any Guarantor permitted to be
incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and 

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3); 

  
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 provided, however, that Senior Indebtedness shall not include: 

(a) any obligation of such Person to the Issuer or any of its Subsidiaries; 

(b) any liability for federal, state, local or other taxes owed or owing by such Person; 

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that
obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c); 
 (d) any
Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or 

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture. 

“Significant Party” means any Guarantor or Restricted Subsidiary that would be, or any group of Guarantors or Restricted
Subsidiaries that taken together would constitute, a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. 

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Subsidiaries on the Issue
Date or any business that is similar, reasonably related, incidental or ancillary thereto. 
 “Specified Assets” means all
of the shares of Capital Stock of Entravision Communications Corporation owned by the Issuer or its Affiliates on the Issue Date. 

“Sponsor Management Agreement” means the management agreement between certain management companies associated with the
Investors and the Issuer and any direct or indirect parent company, as in effect on the Issue Date. 
 “Subordinated
Indebtedness” means: 
 (1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes; and

 (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such
entity of the Notes. 
 “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 shares of Capital Stock entitled (without regard to the occurrence of any contingency) 

  
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to vote in the election of directors, managers or trustees thereof 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 or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general,
special or limited partnership or otherwise, and 
 (y) such Person or any Restricted Subsidiary of such Person is a
controlling general partner or otherwise controls such entity. 
 “Televisa MOU” means the Memorandum of Understanding,
dated as of October 4, 2010, by and among Broadcasting Media Partners, Inc., the Issuer, Grupo Televisa, S.A.B. and Televisa, S.A. de C.V., including any amendments or supplements thereto. 

“Total Assets” means total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis prepared in
accordance with GAAP, shown on the most recent balance sheet of the Issuer and its Restricted Subsidiaries as may be expressly stated. 

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to November 15, 2015; provided, however, that if the period from the Redemption Date
to November 15, 2015 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

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

“Trustee” means Wilmington Trust FSB, as trustee, until a successor replaces it in accordance with Section 7.08 or
Section 7.09 and thereafter means the successor serving hereunder. 
 “Uniform Commercial Code” means the New York
Uniform Commercial Code as in effect from time to time. 
 “Unrestricted Definitive Notes” means one or more Definitive
Notes that do not and are not required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a
permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the
Private Placement Legend. 

  
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 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer,
as provided below); and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to
be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than solely any
Unrestricted Subsidiary of the Subsidiary to be so designated); provided that 
 (1) any Unrestricted Subsidiary must
be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned,
directly or indirectly, by the Issuer; 
 (2) such designation complies with Section 4.07 hereof; and 

(3) each of: 

(a) the Subsidiary to be so designated; and 

(b) its Subsidiaries 
 has not at
the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary. 

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to
such designation, no Default shall have occurred and be continuing and either: 
 (1) the Issuer could incur at least $1.00
of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in Section 4.09(a) hereof; or 

(2) the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries would be less than such ratio immediately
prior to such designation, 
 in each case on a pro forma basis taking into account such designation. 

Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution
of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 

“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time for
the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by
Reuters at approximately 10:00 A.M. (New York City time) on such date of determination (or if no such quote is available on such date, on the immediately preceding Business Day for which such a quote is available). 

  
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 “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities
Act. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to
vote in the election of the board of directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied
to any Indebtedness, 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 Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which
(other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person. 

SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	 Defined

in Section

		
	 “Acceptable Commitment”
	  	4.10
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “Change of Control Payment Date”
	  	4.14
	 “Consolidated Leverage Ratio Calculation Date”
	  	1.01
	 “Consolidated Secured Debt Ratio Calculation Date”
	  	1.01
	 “Covenant Defeasance”
	  	8.03
	 “Covenant Suspension Event”
	  	4.16
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur” and “incurrence”
	  	4.09
	 “Initial Notes”
	  	Recitals
	 “Legal Defeasance”
	  	8.02
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Pari Passu Indebtedness”
	  	4.10
	 “Paying Agent”
	  	2.03
	 “Permitted Parties”
	  	4.03
	 “Purchase Date”
	  	3.09


  
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	 Term
	  	 Defined

in Section

		
	 “Redemption Date”
	  	3.07
	 “Refinancing Indebtedness”
	  	4.09
	 “Refunding Capital Stock”
	  	4.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Reversion Date”
	  	4.16
	 “Second Commitment”
	  	4.10
	 “Successor Company”
	  	5.01
	 “Successor Person”
	  	5.01
	 “Suspended Covenants”
	  	4.16
	 “Suspension Date”
	  	4.16
	 “Suspension Period”
	  	4.16
	 “Treasury Capital Stock”
	  	4.07

 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a
provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. 

“obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon
the Notes and the Guarantees, respectively. All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the
meanings so assigned to them. 
 SECTION 1.04. 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 in the plural include the singular; 

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

(g) provisions apply to successive events and transactions; 

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

(j) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not any particular Article, Section, clause or other subdivision. 

  
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 SECTION 1.05. Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the
holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such
execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 
 (c)
The ownership of Notes shall be proved by the Note Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken,
suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e)
The Issuer may, at its option in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or
take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders, but the Issuer shall have no obligation to do so. 

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to
all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder
or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 

(g) Without limiting the generality of the foregoing, a Holder, including the Depositary, may make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and the Depositary may provide its proxy to the beneficial owners of
interests in any such Global Note through such Depositary’s standing instructions and customary practices. 

  
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 (h) The Issuer may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give
or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other
action shall be valid or effective if made, given or taken more than 90 days after such record date. 
 ARTICLE II 

THE NOTES 
 SECTION 2.01.
Form and Dating; Terms. 
 (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof. 
 (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be
specified on the face of such Global Note, as increased or decreased in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of
Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions by increasing the aggregate
principal amount of such Global Note. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (c)
Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby
with the Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as
hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of: 
 (i) a written
certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of each
Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take
delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 

(ii) an Officer’s Certificate from the Issuer. 

  
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 Within a reasonable period after expiration or termination of the Restricted Period, beneficial
interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S
Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided. 
 (d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under
this Indenture is unlimited. 
 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of
this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with
the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
 The Notes shall be subject to
repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article III hereof.

 (e) Issuance of Additional Notes. Additional Notes ranking pari passu with the Initial Notes may be created and
issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial
Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.09 hereof. 

SECTION 2.02. Execution and Authentication. At least one Officer of the Issuer shall execute the Notes on behalf of the Issuer by
manual, facsimile or electronic (e.g. .pdf) signature. 
 If an Officer of the Issuer whose signature is on a Note no longer holds that
office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. 
 A Note shall not be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence
that the Note has been duly authenticated and delivered under this Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of an
Issuer Order (an “Authentication Order”), which order shall set forth the number of separate Note certificates, the principal amount of each of the Notes to be authenticated, the date on which the Notes are to be authenticated, the
registered holder of each Note and delivery instructions, authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes. 

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


  
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 SECTION 2.03. Registrar and Paying Agent. The Issuer shall maintain (i) an office or
agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a
register of the Notes (“Note Register”) reflecting the ownership of the Notes outstanding from time to time and of their transfer. The Registrar shall also facilitate the transfer of the Notes on behalf of the Issuer in accordance
with Section 2.06 hereof. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any
additional paying agents. The Issuer initially appoints the Trustee as Paying Agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of
any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. The Issuer or any of its domestic Subsidiaries may act
as Paying Agent or Registrar. 
 The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary
with respect to the Global Notes representing the Notes. 
 The Issuer initially appoints the Trustee to act as the Registrar for the Notes
and the Trustee agrees to initially so act. 
 SECTION 2.04. Paying Agent to Hold Money in Trust. The Issuer 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 Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes,
and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying
Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for such funds. If the Issuer or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders all funds held by it as Paying Agent. Upon any Event of Default pursuant to Section 6.01(6) or (7), the Trustee shall serve as Paying Agent for the Notes. 

SECTION 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least five (5) Business Days before each
Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise
comply with Trust Indenture Act Section 312(a). 
 SECTION 2.06. Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred,
in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note of the same series unless
(A) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor


  
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Depositary is not appointed by the Issuer within 120 days or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon the occurrence of any of the
preceding events in (A) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of
the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued
subsequent to any of the preceding events in (A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); and beneficial interests in
a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b) or (c) hereof. 
 (b) Transfer and
Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable
Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than to a “distributor” (as defined in
Rule 902(d) of Regulation S) and other than pursuant to Rule 144A. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). 

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant
given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged
and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above; provided that in
no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof. 

  
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 (iii) Transfer of Beneficial Interests in a Restricted Global Note to Another
Restricted Global Note. A beneficial interest in any Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of
Section 2.06(b)(ii) hereof and the Registrar receives the following: 
 (A) if the transferee will take delivery in the
form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof or, if permitted by the Applicable Procedures, item 3
thereof; or 
 (B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note,
then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 

(iv) Transfer or Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted
Global Note. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note or may transfer such beneficial interest to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following: 

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

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

If any such transfer is effected at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall execute
and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial
interests transferred. 
 (v) Transfer or Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial
Interests in a Restricted Global Note Prohibited. Beneficial interests in an Unrestricted Global Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.


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

 (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the
occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 

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

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

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

(E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof,
and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated by the Holder of such beneficial interest in the instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect
Participant on behalf of such Holder a Restricted Definitive Note in the applicable principal amount. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(c)(i) shall be
registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall mail such Restricted Definitive Notes to the Persons in whose
names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein. 
 (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive
Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption
from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 

  
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 (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
Subject to Section 2.06(a) hereof, a Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following: 
 (A) if the Holder of
such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item
(1)(b) thereof; or 
 (B) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer
such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer complies with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act. 
 Upon satisfaction of any of the conditions of any of the clauses of this Section 2.06(c)(iii), the Issuer shall
execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the Holder
of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such Holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount
pursuant to Section 2.06(g), the aggregate principal amount of the applicable Restricted Global Note. 
 (iv) Beneficial Interests
in Unrestricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions set forth in Section 2.06(b)(ii) hereof, the
Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g) hereof, the aggregate principal amount of the applicable Unrestricted Global Note, and the Issuer shall execute, and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the Holder of such beneficial interest in
instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such Holder. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Unrestricted
Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 

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

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

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

(E) if such Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof, 
 the Trustee shall cancel the Restricted
Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of
clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. 

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if the Registrar receives the following: 
 (A) if the Holder of such Restricted Definitive Note proposes to exchange
such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

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

and, in each such case, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer shall 

  
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be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain
compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the
Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) hereof, the aggregate principal amount of the Unrestricted Global Note. 

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to
Section 2.06(g) hereof the aggregate principal amount of one of the Unrestricted Global Notes. 
 (iv) Unrestricted Definitive Notes
to Beneficial Interests in Restricted Global Notes Prohibited. An Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note. 

(v) Issuance of Unrestricted Global Notes. If any such exchange or transfer of a Definitive Note for a beneficial interest in an
Unrestricted Global Note is effected pursuant to clause (ii) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. 

(i) Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the
following provisions of this Section 2.06(e): 
 (ii) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

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

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable. 

  
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 (iii) Transfer or Exchange of Restricted Definitive Notes to Unrestricted Definitive
Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar
receives the following: 
 (A) if the Holder of such Restricted Definitive Note proposes to exchange such Restricted
Definitive Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

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

and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or
transfer complies with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

Upon satisfaction of the conditions of any of the clauses of this Section 2.06(e)(iii), the Trustee shall cancel the prior Restricted
Definitive Note and the Issuer shall execute, and upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate aggregate principal
amount to the Person designated by the Holder of such prior Restricted Definitive Note in instructions delivered to the Registrar by such Holder. 

(iv) Transfer of Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer
such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant
to the instructions from the Holder thereof. 
 (f) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 
 (i)
Private Placement Legend. 
 (A) Except as permitted by clause (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ACCORDINGLY,
MAY NOT BE OFFERED SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE HOLDER: 
 (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
“SECURITIES ACT”) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFF-SHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, 

  
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 (2) AGREES THAT IT WILL NOT, WITHIN [IN THE CASE OF THE RULE 144A GLOBAL NOTE: THE TIME PERIOD
REFERRED TO UNDER RULE 144(d)(1) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF TRANSFER OF THIS SECURITY] / [IN THE CASE OF THE REGULATION S GLOBAL NOTE: 40 DAYS AFTER THE ISSUE DATE] RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT
(A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB OR AN ACCREDITED INVESTOR PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB OR AN ACCREDITED INVESTOR, RESPECTIVELY, IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND 

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE (2)(D) OR (2)(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 
 IN CONNECTION WITH ANY TRANSFER OF THIS
SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN
THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. 

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

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate
changes in the last sentence if DTC is not the Depositary): 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF
THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in
substantially the following form: 
 “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 

  
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ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.” 

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

(h) General Provisions Relating to Transfers and Exchanges. 

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

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 
 (iii) All Global Notes and
Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (iv) Neither the Registrar nor the Issuer shall not
be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the
close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the
transfer of or to exchange a Note between a Record Date with respect to such Note and the next succeeding Interest Payment Date with respect to such Note. 

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

  
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 (vi) Upon surrender for registration of transfer of any Note at the office or agency of the
Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or
denominations of a like aggregate principal amount. 
 (vii) At the option of the Holder, Notes may be exchanged for other Notes of any
authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 

(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile (with originals to follow promptly thereafter). 
 (ix) The
Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Issuer and to act in accordance with such letter. 

SECTION 2.07. Replacement Notes. If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee
receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s
requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note. 

Every replacement Note issued in accordance with this Section 2.07 is a contractual obligation of the Issuer and shall be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 SECTION 2.08. Outstanding
Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer, a Guarantor or an Affiliate of the
Issuer or a Guarantor holds the Note. 
 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). 

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

  
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 SECTION 2.09. Treasury Notes. In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, a Guarantor or by any Affiliate of the Issuer or a Guarantor, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall
not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer, a Guarantor or any obligor
upon the Notes or any Affiliate of the Issuer, a Guarantor or of such other obligor. 
 SECTION 2.10. Temporary Notes. Until
certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but
may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes in exchange
for temporary Notes. 
 Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits
accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture. 
 SECTION 2.11. Cancellation. The Issuer at
any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee,
the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the
Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in
any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee 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 provided in this Section 2.12. The Issuer shall fix or cause to be fixed any such special record date and payment date; provided that no such
special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before any such special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and
at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder, with a copy to the Trustee, a notice at his or her address as it appears in the Note Register that states the special record date, the
related payment date and the amount of such interest to be paid. 

  
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 Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each
Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

SECTION 2.13. CUSIP/ISIN Numbers. The Issuer in issuing the Notes may use CUSIP and ISIN numbers (in each case, if then generally in
use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Issuer will as promptly as practicable notify the Trustee in writing of any change in the CUSIP and ISIN numbers. 
 SECTION
2.14. Calculation of Principal Amount of Securities. The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination. With respect to any matter requiring
consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of
such date of determination, of Notes, the Holders of which have so consented by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding
sentence, Section 2.08 and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate. 

ARTICLE III 
 REDEMPTION

 SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem the Notes pursuant to Section 3.07 hereof, it shall
furnish to the Trustee, at least two (2) Business Days (or such shorter period as allowed by the Trustee) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more
than 60 days before a Redemption Date, an Officer’s Certificate of the Issuer 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. 
 SECTION 3.02.
Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by
such other method the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the
Redemption Date by the Trustee from the outstanding Notes not previously called for redemption. 
 The Trustee shall promptly notify the
Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples
of $1,000 in excess thereof; no Notes of less than $2,000 can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 shall be
redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 

  
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 SECTION 3.03. Notice of Redemption. Subject to Section 3.09 hereof, the Issuer shall
mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address appearing in the Note Register
or otherwise in accordance with Applicable Procedures, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article VIII or Article XI hereof. Except pursuant to a
notice of redemption delivered in accordance with a redemption pursuant to Sections 3.07(c) hereof, notices of redemption may not be conditional. 

The notice shall identify the Notes to be redeemed and shall state: 

(a) the Redemption Date; 

(b) the appropriate method for calculation of the redemption price, but need not include the redemption price itself; the
actual redemption price shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two (2) Business Days prior to the Redemption Date unless the redemption is pursuant to Section 3.07(a) hereof, in which
case such Officer’s Certificate should be delivered on the Redemption Date; 
 (c) if any Note is to be redeemed in part
only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing
the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note; 

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

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

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the Redemption Date; 
 (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; 
 (h) the CUSIP and ISIN number, if any, printed on
the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP and ISIN number that is listed in such notice or printed on the Notes; and 

(i) if in connection with a redemption pursuant to Section 3.07(c) hereof, any condition to such redemption. 

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided
that the Issuer shall have delivered to the Trustee, at least ten days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officer’s Certificate of the Issuer requesting that the Trustee give such notice (in which case the Issuer shall provide to the Trustee the complete form of such notice in the name and at the expense of the Issuer) and setting
forth the information to be stated in such notice as provided in the preceding paragraph. 

  
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 The Issuer may provide in the notice of redemption that payment of the redemption price and
performance of the Issuer’s obligations with respect to such redemption or purchase may be performed by another Person. 
 SECTION
3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price (except as
provided for in Sections 3.07(c) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption
Date, interest ceases to accrue on Notes or portions of Notes called for redemption. 
 SECTION 3.05. Deposit of Redemption Price.

 (a) Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Issuer shall deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that Redemption Date. The Trustee or the Paying Agent shall promptly, and in any event within two (2) Business Days after the
Redemption Date, return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed. 

(b) If the Issuer complies with the provisions of the preceding paragraph (a), on and after the Redemption Date, interest shall cease to
accrue on the applicable series of Notes or the portions of Notes called for redemption, whether or not such Notes are presented for payment. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then
any accrued and unpaid interest to the Redemption Date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the
Redemption Date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer shall issue and the Trustee shall
authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing the same indebtedness to the extent not redeemed; provided that each new Note will be
in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s
Certificate of the Issuer is required for the Trustee to authenticate such new Note. 
 SECTION 3.07. Optional Redemption. 

(a) At any time prior to November 15, 2015, the Notes may be redeemed or purchased (by the Issuer or any other Person), in whole or in
part, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption 

  
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Date”), and, without duplication, accrued and unpaid interest to the Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the
relevant Interest Payment Date. 
 (b) On and after November 15, 2015 the Notes may be redeemed, at the Issuer’s option, in whole
or in part, at any time and from time to time at the applicable redemption price set forth below. The Notes will be redeemable at the applicable redemption price (expressed as a percentage of principal amount of the Notes to be redeemed) plus
accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period
beginning on November 15 of each of the years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2015
	  	 	104.250	% 
	 2016
	  	 	102.833	% 
	 2017
	  	 	101.417	% 
	 2018 and thereafter
	  	 	100.000	% 

 (c) Until November 15, 2013, the Issuer may, at its option, redeem up to 35% of the then outstanding
aggregate principal amount of Notes at a redemption price equal to 108.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the
relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are contributed to the Issuer; provided that at least 50% of
the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption;
provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such
redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 

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

SECTION 3.08. Mandatory Redemption. The Issuer shall not be required to make any mandatory redemption or sinking fund payments with
respect to the Notes. 
 SECTION 3.09. Asset Sale Offers to Purchase. 

(a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the
procedures specified below. 
 (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no
longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”), the
Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered,
all Notes and Pari Passu Indebtedness, as the case may be, tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 

  
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 (c) If the Purchase Date is on or after a Record Date and on or before the related Interest
Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders
who tender Notes pursuant to the Asset Sale Offer. 
 (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by
first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale
Offer shall be made to all Holders and holders of Pari Passu Indebtedness, as the case may be. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of
time the Asset Sale Offer shall remain open; 
 (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 Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer
shall cease to accrue interest on and after the Purchase Date; 
 (v) that any Holder electing to have less than all of the
aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; 

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note,
with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the
notice at least two (2) Business Days before the Purchase Date; 
 (vii) that Holders shall be entitled to withdraw
their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the
Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness, as the case may be, surrendered pursuant
to such Asset Sale Offer by the Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness, as the case may be, will select such Pari Passu Indebtedness to be purchased
on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, surrendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in
denominations of $2,000 or whole multiples of $1,000 in excess thereof are purchased); 

  
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 (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) representing the same indebtedness to the extent not repurchased; and 

(x) any other procedures the Holders must follow in order to tender their Notes (or portions thereof) for payment and the
procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. 
 (e) On or before
the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the
aggregate principal amount of Notes or portions thereof so tendered. 
 (f) The Issuer, the Depositary or the Paying Agent, as the case may
be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee,
upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion
of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness
to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase
Date. 
 (g) Prior to 11:00 a.m. (New York City time) on the purchase date, the Issuer shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly, and in any event within two Business Days, return to the Issuer
any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. 

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09
shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase”
and similar words, as applicable. To the extent that the provisions of any securities laws or regulations conflict with Section 4.10, this Section 3.09 or other provisions of this Indenture, the Issuer shall comply with applicable
securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.10, this Section 3.09 or such other provision by virtue of such compliance. 

ARTICLE IV 
 COVENANTS 

SECTION 4.01. Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes
on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor, holds as
of 11:00 a.m. Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 

  
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 The Issuer shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
 SECTION 4.02.
Maintenance of Office or Agency. The Issuer shall maintain the offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 where Notes may be
surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuer may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer
of its obligation to maintain such offices or agencies as required by Section 2.03 for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency. 
 The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer
in accordance with Section 2.03 hereof. 
 SECTION 4.03. Reports and Other Information. 

(a) From and after the Issue Date, for so long as the Notes remain outstanding, unless the Issuer is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act or otherwise complies with such reporting requirements, the Issuer will furnish without cost to each Holder and file with the Trustee, 

(i) within 90 days after the end of each fiscal year of the Issuer: 

(A) audited year-end consolidated financial statements of the Issuer and its Subsidiaries (including balance sheets, statements
of operations and statements of cash flows which would be required from an SEC registrant in an Annual Report Form 10-K, including pursuant to Rule 3-10 of Regulation S-X promulgated by the SEC) prepared in accordance with GAAP; provided,
however, the Issuer will have no obligation to provide financial statements of affiliates pursuant to Rule 3-16 of Regulation S-X promulgated by the SEC; 

(B) the information described in Item 303 of Regulation S-K under the Securities Act (“Management’s
Discussion and Analysis of Financial Condition and Results of Operations”) with respect to such period, to the extent such information would otherwise be required to be filed in an Annual Report on Form 10-K; 

  
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 (C) a presentation of OIBDA and EBITDA of the Issuer derived from such financial
statements referred to in clause (i)(A) above; and 
 (D) all pro forma and historical information in
respect of any significant transaction (as determined in accordance with Rule 3-05 of Regulation S-X under the Securities Act) consummated more than 75 days prior to the date such information is furnished for the time periods for which such
financial information would be required (if the Issuer were subject to the filing requirements of the Exchange Act) in a filing on Form 8-K with the SEC at such time; 

(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Issuer: 

(A) unaudited quarterly consolidated financial statements of the Issuer and its Subsidiaries (including balance sheets,
statements of operations and statements of cash flows which would be required from a SEC registrant in a Quarterly Report on Form 10-Q, including pursuant to Rule 3-10 of Regulation S-X promulgated by the SEC) and a SAS 100 or AU §722, as
applicable, review by the Issuer’s independent accountants) prepared in accordance with GAAP, subject to normal year-end adjustments; provided, however, the Issuer will have no obligation to provide financial statements of
affiliates pursuant to Rule 3-16 of Regulation S-X promulgated by the SEC; 
 (B) the information described in
Item 303 of Regulation S-K under the Securities Act with respect to such period to the extent such information would otherwise be required to be filed in a Quarterly Report on Form 10-Q; 

(C) a presentation of OIBDA and EBITDA of the Issuer derived from such financial statements referred to in clause (ii)(A)
above; and 
 (D) all pro forma and historical financial information in respect of any significant transaction (as determined
in accordance with Rule 3-05 of Regulation S-X under the Securities Act) consummated more than 75 days prior to the date such information is furnished to the extent not previously provided and for the time periods such financial information would be
required (if the Issuer were subject to the filing requirements of the Exchange Act) in a filing on Form 8-K with the SEC at such time; and 

(iii) within five (5) Business Days following the occurrence of any of the following events, a description in reasonable
detail of such event: (A) any change in the executive officers or directors of the Issuer, (B) any incurrence of any material on-balance sheet or material off-balance sheet long-term debt obligation or capital lease obligation (each as
defined in Item 303 of Regulation S-K under the Securities Act) of or relating to the Issuer or any of its Restricted Subsidiaries, (C) the acceleration of any Indebtedness of the Issuer or any of its Restricted Subsidiaries, (D) any
issuance or sale by the Issuer of Equity Interests of the Issuer (excluding any issuance or sale pursuant to any stock option plan in the ordinary course of business), (E) the entry into of any agreement by the Issuer or any of its Subsidiaries
relating to a transaction that has resulted or may result in a Change of Control, (F) any resignation or termination of the independent accountants of the Issuer or any engagement of any new independent accountants of the Issuer, (G) any
determination by the Issuer or the receipt of advice or notice by the Issuer from its independent accountants, in either case, relating to non-reliance on previously issued financial statements, a related audit opinion or a completed interim review
and (H) the completion by the Issuer or any of its Restricted Subsidiaries of the acquisition or disposition of a significant amount of assets, otherwise than in the ordinary course of business, in each case to the extent such information would
be required from an SEC registrant in a Form 8-K. 

  
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 Delivery of such reports, information and documents 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, including compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or statements contained therein.
The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed in writing otherwise. 

(b) The Issuer shall provide S&P and Moody’s (and their respective successors) with information on a periodic basis as S&P or
Moody’s, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities
analysts and prospective investors that certify that they are qualified institutional buyers, upon their request, the information described above as well as all information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act. 
 (c) The Issuer shall either (1) maintain a website (which may be non-public) to which Holders, prospective investors that
certify that they are qualified institutional buyers, securities analysts and market makers (“Permitted Parties”) are given access and to which such information is posted or (2) file such information with the SEC. 

(d) For so long as any Notes are outstanding, the Issuer shall also: 

(A) within 15 Business Days after filing with the Trustee the annual and quarterly information required pursuant to clauses
(1) and (2) above, hold a conference call for Permitted Parties to discuss such reports and the results of operations for the relevant reporting period; and 

(B) employ commercially reasonable means expected to reach Permitted Parties no fewer than three (3) Business Days prior
to the date of the conference call required to be held in accordance with clause (A) above, to announce the time and date of such conference call and either include all information necessary to access the call or direct Permitted Parties to
contact the appropriate person at the Issuer to obtain such information. 
 (e) If at any time any direct or indirect parent becomes a
Guarantor (there being no obligation of any such parent to do so), such entity holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or any other direct or indirect parent of the Issuer (and performs the
related incidental activities associated with such ownership) and would comply with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be
furnished to Holders of the Notes pursuant to this covenant may, at the option of the Issuer, be furnished by and be those of parent rather than the Issuer. 

SECTION 4.04. Compliance Certificate. 

(a) The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from
the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officer with a view to determining whether the Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing


  
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such certificate, that to the best of his or her knowledge the Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled each and every condition and covenant contained
in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have
knowledge and what action the Issuer is taking or proposes to take with respect thereto). Except with respect to receipt of payment on Notes required by this Indenture and any Default or Event of Default information contained in an Officer’s
Certificate delivered to it pursuant to this Section 4.04, the Trustee shall have no duty to review, ascertain or confirm the Issuer’s compliance with or breach of any representation, warranty or covenant made in this Indenture. 

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of
Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall, within five (5) Business Days after becoming aware of such Default, deliver to the Trustee by
registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event. 
 SECTION 4.05.
Taxes. The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations
or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 
 SECTION
4.06. Stay, Extension and Usury Laws. The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may
lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted. 
 SECTION 4.07. Limitation on Restricted Payments.

 (a) The Issuer shall not, and shall 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 Issuer’s or any Restricted
Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than: 

(A) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; 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 Subsidiary of the Issuer, the Issuer 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; 

  
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 (ii) purchase, redeem, defease or otherwise acquire or retire for value any
Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation; 

(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case,
prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness other than: 
 (A)
Indebtedness permitted under clause (7) of Section 4.09(b) hereof; or 
 (B) the purchase, repurchase or other
acquisition of Subordinated Indebtedness of the Issuer and its Restricted Subsidiaries purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of
purchase, repurchase or acquisition; 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: 
 (1) no Default shall have occurred and be continuing
or would occur as a consequence thereof; 
 (2) immediately after giving effect to such transaction on a pro
forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof; and 

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its
Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (c) thereof only), (6)(c) and
(9) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication): 

(A) EBITDA of the Issuer and its Restricted Subsidiaries on a consolidated basis for the period beginning on the first day of
the first full fiscal quarter of the Issuer commencing after June 30, 2010, to the end of the Issuer’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 Issuer and its Restricted Subsidiaries for the same period; plus 

  
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 (B) 100% of the aggregate net cash proceeds and the fair market value, as
determined in good faith by the Issuer, of marketable securities or other property received by the Issuer or a Restricted Subsidiary (without the issuance of additional Equity Interests in such Restricted Subsidiary) since immediately after
July 1, 2010 (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause 11(a) of Section 4.09(b) hereof) from the issue or sale of: 

(i) (A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market
value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of: 

(x) Equity Interests to members of management, directors or consultants of the Issuer, Restricted Subsidiaries and any direct
or indirect parent company of the Issuer, after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and 

(y) Designated Preferred Stock; and 

(B) to the extent such net cash proceeds or other property are actually contributed to the capital of Issuer or any Restricted
Subsidiary (without the issuance of additional Equity Interests of such Restricted Subsidiary), Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred
Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; or 

(ii) debt of the Issuer or any Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of
the Issuer or a direct or indirect parent company of the Issuer; 
 provided, however, that this clause (B) shall not include
the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities sold to the Issuer or a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted
into Disqualified Stock or (Z) Excluded Contributions; plus  
 (C) 100% of the aggregate amount of cash and the
fair market value, as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following July 1, 2010 (other than (i) net cash proceeds to the extent such net cash proceeds
have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of Section 4.09(b) hereof, (ii) by a Restricted Subsidiary and (iii) any Excluded Contributions); plus  

(D) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of
marketable securities or other property received by the Issuer or a Restricted Subsidiary by means of: 
 (i) the sale or
other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted
Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or 

(ii) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted
Subsidiary (other 

  
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than to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) or to the extent such
Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date; plus  

(E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair
market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if such fair market value may exceed $100.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of
such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of
Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment; 
 provided, however, that,
with respect to clauses (B), (C) and (D) above, to the extent the property received or contributed includes a “stick” station or stations or Equity Interests of a Person whose assets include a “stick” station or
stations, the fair market value of such property shall be determined in good faith by the board of directors of the Issuer. 

(b) The foregoing provisions of Section 4.07(a) hereof will not prohibit: 

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture; 
 (2) (a) the redemption, repurchase, retirement or
other acquisition of any (i) Equity Interests (“Treasury Capital Stock”) of the Issuer or any Restricted Subsidiary or Subordinated Indebtedness of the Issuer or any Guarantor or (ii) Equity Interests of any direct or
indirect parent company of the Issuer, in the case of each of clause (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Issuer or a Restricted Subsidiary) of, Equity Interests of the
Issuer, or any direct or indirect parent company of the Issuer to the extent contributed to the capital of the Issuer or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”),
(b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Issuer or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if
immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6)(A) or (B) of this paragraph, 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 any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than
the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; 

  
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 (3) the redemption, repurchase or other acquisition or retirement of Subordinated
Indebtedness of the Issuer or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Restricted Guarantor, as the case may be, which is incurred in compliance
with Section 4.09 hereof so long as: 
 (A) the principal amount (or accreted value, if applicable) of such new
Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any
premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

 (B) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such
Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; 
 (C) such new
Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and 

(D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life
to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; 
 (4) a Restricted Payment
to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee,
director or consultant of the Issuer, any of its Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement;
provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed $150.0 million in the calendar year ending December 31, 2010 or $75.0 million in each succeeding calendar year (with unused
amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $150.0 million in any calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to
exceed: 
 (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the
extent contributed to the capital of the Issuer, Equity Interests of any of the direct or indirect parent companies of the Issuer, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of their
respective direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause
(3) of Section 4.07(a) hereof; plus  
 (B) the cash proceeds of key man life insurance policies received by
the Issuer or any of its Restricted Subsidiaries after the Issue Date; less  
 (C) the amount of any Restricted
Payments previously made with the cash proceeds described in clauses (A) and (B) of this clause (4); 
 and provided,
further, that cancellation of Indebtedness owing to the Issuer from members of management of the Issuer, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of the Issuer or
any of the Issuer’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture; 

  
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 (5) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof; 

(6) (A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other
than Disqualified Stock) issued by the Issuer or any of its Restricted Subsidiaries after the Issue Date, provided that the amount of dividends paid pursuant to this clause (A) shall not exceed the aggregate amount of cash actually
received by the Issuer or a Restricted Subsidiary from the issuance of such Designated Preferred Stock; 
 (B) a Restricted
Payment to a direct or indirect parent company of the Issuer, 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 such parent
corporation issued after the Issue Date, provided that the amount of Restricted Payments paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the capital of the Issuer from the sale of
such Designated Preferred Stock; or 
 (C) the declaration and payment of dividends on Refunding Capital Stock that is
Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b); 

provided, in the case of each of (A), (B) and (C) of this clause (6), that for the most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect
to such issuance or declaration on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof; 

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments
made pursuant to this clause (7) that are at the time outstanding, without giving effect to any distribution pursuant to clause (15) of this Section 4.07(b) or the sale of an Unrestricted Subsidiary to the extent the proceeds of such
sale do not consist of cash or marketable securities, not to exceed 1.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in
value); 
 (8) 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; 
 (9) the declaration and payment of
dividends on the Issuer’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of such common stock after
the Issue Date, of up to 6% per annum of the net cash proceeds received by (or, in the case of a Restricted Payment to a direct or indirect parent entity, contributed to the capital of) the Issuer in or from any such public Equity Offering;

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

  
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 (11) other Restricted Payments in an aggregate amount taken together with all
other Restricted Payments made pursuant to this clause (11) not to exceed $150.0 million, or if the Consolidated Leverage Ratio is less than 9.5 to 1.0 on a pro forma basis after giving effect to such transaction, 3.0% of Total
Assets at the time made; 
 (12) distributions or payments of Receivables Fees; 

(13) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the
provisions similar to those described under Section 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased,
redeemed or acquired for value; 
 (14) the declaration and payment of dividends or the payment of other distributions by the
Issuer or a Restricted Subsidiary to, or the making of loans or advances to, any of their respective direct or indirect parents in amounts required for any direct or indirect parent companies to pay, in each case without duplication, 

(A) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence; 

(B) federal, foreign, state and local income or franchise taxes; provided that, in each fiscal year, the amount of such
payments shall be equal to the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income or franchise taxes if such entities were corporations paying taxes separately from
any parent entity at the highest combined applicable federal, foreign, state, local or franchise tax rate for such fiscal year; 

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of
the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; 

(D) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the
extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; 

(E) amounts payable to the Investors pursuant to the Sponsor Management Agreement or any similar agreement, so long as such
amount does not exceed the amounts otherwise payable under the Sponsor Management Agreement as in effect on the Issue Date (subject to the right to include additional designees to receive payment thereunder); 

(F) fees and expenses other than to Affiliates of the Issuer related to (i) any equity or debt offering of such parent
entity (whether or not successful) and (ii) any Investment otherwise permitted under this covenant (whether or not successful); 

(G) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities
convertible into or exchangeable for Equity Interests of the Issuer or any direct or indirect parent; and 

  
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 (H) to finance Investments otherwise permitted to be made pursuant to this
covenant; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect parent company shall, immediately following the closing thereof, cause
(1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Issuer or one of its Restricted Subsidiaries or (2) the merger of the Person formed or acquired into the Issuer or one of its Restricted
Subsidiaries (to the extent not prohibited by Section 5.01 hereof) in order to consummate such Investment, (C) such direct or indirect parent company and its Affiliates (other than the Issuer or a Restricted Subsidiary) receives no
consideration or other payment in connection with such transaction except to the extent the Issuer or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Indenture, (D) any property received
by the Issuer shall not increase amounts available for Restricted Payments pursuant to clause (3) of Section 4.07(a) and (E) such Investment shall be deemed to be made by the Issuer or such Restricted Subsidiary by another provision
of this covenant (other than pursuant to clause (10) of this Section 4.07(b)) or pursuant to the definition of “Permitted Investments” (other than clause (9) thereof); 

(15) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a
Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents that were contributed to such Unrestricted Subsidiaries as an Investment pursuant to clause
(7) of this Section 4.07(b)); 
 (16) payments or distributions to dissenting stockholders pursuant to applicable
law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, that complies with Section 5.01 hereof; provided that
as a result of such consolidation, merger or transfer of assets, the Issuer shall have made a Change of Control Offer and that all Notes tendered by Holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired
for value; and 
 (17) payments, distributions or dividends payable to the direct or indirect parent of the Issuer to service
cash interest and/or cash dividends when and as due on any notes issued by the Issuer or the direct or indirect parent of the Issuer pursuant to the Televisa MOU, provided, however, the aggregate Restricted Payments made under this
clause (17) shall not exceed $20.0 million in any fiscal year; 
 provided, however, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (11) and (15) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 

(c) As of the Issue Date, all of the Subsidiaries of the Issuer will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding
Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of
“Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10) or (11) of
Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 

  
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 SECTION 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not 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 such Restricted Subsidiary to: 

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

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries. 

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: 

(1) contractual encumbrances or restrictions pursuant to the Senior Credit Facilities and the Existing Senior Notes and the
related documentation and contractual encumbrances or restrictions in effect on the Issue Date; 
 (2) this Indenture and the
Notes; 
 (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of
the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired; 
 (4) applicable law or
any applicable rule, regulation or order; 
 (5) any agreement or other instrument of a Person acquired by the Issuer or any
of its Restricted Subsidiaries in existence at the time of such acquisition (but 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; 
 (6) contracts for
the sale of assets, including customary restrictions with respect to a Subsidiary of (i) the Issuer or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially
all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold; 
 (7) Secured
Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; 

  
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 (8) restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business; 
 (9) other Indebtedness, Disqualified Stock or Preferred
Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof; 

(10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture; 

(11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered
into in the ordinary course of business; 
 (12) any encumbrances or restrictions of the type referred to in clauses (1),
(2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in
clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the
Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and 

(13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuer, are
necessary or advisable to effect such Receivables Facility. 
 SECTION 4.09. Limitation on Incurrence of Indebtedness and Issuance of
Disqualified Stock and Preferred Stock. 
 (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any
Indebtedness (including Acquired Indebtedness) and the Issuer and the Restricted Guarantors will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified
Stock or Preferred Stock; provided, however, that the Issuer and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a
Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified
Stock or Preferred Stock is issued would have been no greater than 8.5 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or
the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are
available. 
 (b) The provisions of Section 4.09(a) hereof shall not apply to: 

(1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance
and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $7,500
million outstanding at any one time; 

  
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 (2) the incurrence by the Issuer and any Restricted Guarantor of Indebtedness
represented by the Notes (including any Guarantee, but excluding any Additional Notes); 
 (3) Indebtedness of the Issuer and
its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or
any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any
Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all other Indebtedness, Disqualified Stock and/or Preferred Stock incurred and outstanding under this clause (4), not to
exceed $150.0 million at any time outstanding; so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created within 270 days thereafter; 

(5) Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to
bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding
workers’ compensation claims; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such
drawing or incurrence; 
 (6) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45
as a result of an amendment to an obligation in existence on the Issue Date) of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will
not be deemed to be reflected on such balance sheet for purposes of this clause (6)); 
 (7) Indebtedness of the Issuer or a
Restricted Subsidiary to another Restricted Subsidiary; provided that any such Indebtedness owing by the Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes or
the Guarantee of the Notes, as the case may be; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not
permitted by this clause (7); 
 (8) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another
Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted 

  
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Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares
of Preferred Stock not permitted by this clause (8); 
 (9) Hedging Obligations (excluding Hedging Obligations entered into
for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk; 

(10) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other
obligations of a like nature provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 

(11) (a) Indebtedness or Disqualified Stock of the Issuer or any Restricted Guarantor and Indebtedness, Disqualified Stock
or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Issuer and its Restricted Subsidiaries since immediately
after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from,
the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(B) and (3)(C) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted
Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and
(b) Indebtedness or Disqualified Stock of the Issuer or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate
principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11)(b),
does not at any one time outstanding exceed $500.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (11)(b) shall cease to be deemed incurred or outstanding for purposes
of this clause (11)(b) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred
Stock under Section 4.09(a) without reliance on this clause (11)(b)); 
 (12) the incurrence by the Issuer or any
Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance: 
 (a) any
Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) and clauses (2), (3), (4), (11)(a) and (13) of this Section 4.09(b), or 

(b) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance the Indebtedness, Disqualified
Stock or Preferred Stock described in clause (12)(a) above including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in
connection therewith 
 (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided,
however, that such Refinancing Indebtedness 

  
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 (A) has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced, 

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to
the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock
or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 
 (C)
shall not include: 
 (i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a
Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer; 
 (ii) Indebtedness,
Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or 

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances
Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 and provided, further, that subclause
(A) of this clause (12) will not apply to any refunding or re-financing of Indebtedness under a Credit Facility; 

(13) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred to finance
an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that either 

(a) such Indebtedness, Disqualified Stock or Preferred Stock: 

(A) is not Secured Indebtedness and is Subordinated Indebtedness; 

(B) is not incurred while a Default exists and no Default shall result therefrom; and 

(C) matures and does not require any payment of principal prior to the final maturity or the Notes (other than in a manner
consistent with the terms of this Indenture); or 
 (b) after giving effect to such acquisition or merger, either 

(A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage
Ratio test set forth in the clause (a) of this Section 4.09, or 
 (B) the Consolidated Leverage Ratio is less
than the Consolidated Leverage Ratio immediately prior to such acquisition or merger; 

  
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 (14) 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, provided that such Indebtedness is extinguished within two (2) Business Days of its incurrence; 

(15) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the
Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 
 (16) (A) any
guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this
Indenture, or 
 (B) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided that such
Restricted Subsidiary shall comply with Section 4.15 hereof; 
 (17) Indebtedness of Foreign Subsidiaries of the Issuer
in an amount not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) 5.0% of the Foreign Subsidiary Total Assets (it being understood that any Indebtedness incurred pursuant to this
clause (17) shall cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which such Foreign Subsidiary could have
incurred such Indebtedness under Section 4.09(a) without reliance on this clause (17)); 
 (18) Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $200.0 million in the aggregate at any one time outstanding together
with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (18) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (18) shall cease to be
deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness,
Disqualified Stock or Preferred Stock under Section 4.09(a) without reliance on this clause (18)); 
 (19) Indebtedness
consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to future, current or former officers, directors, employees and consultants thereof or any direct or indirect parent thereof, their respective estates, heirs,
family members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in clause
(4) of Section 4.07(b) hereof; and 
 (20) cash management obligations and Indebtedness in respect of netting
services, employee credit card programs and similar arrangements in connection with cash management and deposit accounts. 

  
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 (c) For purposes of determining compliance with this Section 4.09: 

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the
criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (20) of Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a)
hereof, the Issuer, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness,
Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of
Section 4.09(b) hereof; and 
 (2) at the time of incurrence or reclassification, the Issuer will be entitled to divide
and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) or (b) hereof. 

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness,
Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed,
in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 
 The principal amount of any Indebtedness
incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is
denominated that is in effect on the date of such refinancing. 
 Notwithstanding anything to the contrary, the Issuer will not, and will
not permit any Restricted Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Restricted Guarantor, as the case
may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Restricted Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer
or such Restricted Guarantor, as the case may be. For the purposes of this Indenture, (1) unsecured Indebtedness is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness
is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral. 

  
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 SECTION 4.10. Asset Sales. 

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

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

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such
Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: 

(A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the
footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or that are owed to the Issuer or a Restricted Subsidiary, that are assumed by the transferee of any such assets
and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, 

(B) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer
or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and 

(C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an
aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 5.0% of 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 at the time received and without giving effect to subsequent changes in value, 

shall be deemed to be cash for purposes of this Section 4.10(a)(2) and for no other purpose. 

(b) Within 15 months after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may
apply the Net Proceeds from such Asset Sale, 
 (1) to permanently reduce: 

(A) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto; 

(B) Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to
correspondingly reduce commitments with respect thereto; 
 (C) Obligations under (i) Notes (to the extent such
purchases are at or above 100% of the principal amount thereof) or (ii) any other Senior Indebtedness of the Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto); provided, that the Issuer
shall equally and ratably reduce Obligations under the 

  
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Notes pursuant to Section 3.07 through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the
procedures set forth in Section 3.09) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest; and 

(D) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another
Restricted Subsidiary; or 
 (2) to (a) make an Investment in any one or more businesses, provided that such
Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted
Subsidiary, (b) acquire properties, (c) make capital expenditures or (d) acquire other assets that, in the case of each of clauses (a), (b), (c) and (d) either (x) are used or useful in a Similar Business or
(y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; 
 provided that, in the case of clause
(2) of this Section 4.10(b), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with
the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or
terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation
or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds, as the case may be. 

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first
sentence of Section 4.10(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the
terms of any Indebtedness that is pari passu in right of payment with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the
maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof (or, in the event such Pari Passu Indebtedness provided for the accretion of original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest (or, in respect of such Pari
Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness) to the date fixed for the closing of such offer, in accordance with the procedures set forth herein. The Issuer will commence an
Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $100.0 million in accordance with the procedures set forth in Section 3.09. 

To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less
than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of the Notes and the Pari Passu Indebtedness
surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness will select such other Pari Passu Indebtedness


  
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to be purchased on a pro rata basis (with such adjustments for authorized determinations) based on the principal amount of the Notes and such Pari Passu Indebtedness tendered. Upon completion of
any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (d) Pending the final application of any Net Proceeds
pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by
this Indenture. 
 (e) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase 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 Section 4.10 or Section 3.09, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof. 

SECTION 4.11. Transactions with Affiliates. 

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the
Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25.0 million, unless: 

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

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate payments or consideration in excess of $75.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying
that such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 
 (b) The provisions of Section 4.11(a)
will not apply to the following: 
 (1) transactions between or among the Issuer or any of its Restricted Subsidiaries; 

(2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”; 

(3) the payment of management, consulting, monitoring, transaction, advisory and termination fees and related expenses and
indemnities, directly or indirectly, to the Investors or such other persons as they designate, in each case pursuant to the Sponsor Management Agreement or any similar agreement so long as such amount does not exceed the amounts otherwise payable
under the Sponsor Management Agreement as in effect on the Issue Date (subject to the right to include additional designees to receive payment thereunder); 

  
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 (4) the payment of reasonable and customary fees paid to, and indemnities
provided on behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 

(5) transactions in which the Issuer 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 Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; 

(6) any agreement as in effect as of the Issue Date (other than the Sponsor Management Agreement), or any amendment thereto (so
long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); 

(7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms
of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into
thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement
entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole; 

(8) 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 Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management
thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

(9) the issuance of Equity Interests (other than Disqualified Stock) by the Issuer or a Restricted Subsidiary; 

(10) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; 

(11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory,
financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of
the Issuer in good faith; 
 (12) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any
of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, severance arrangements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are
approved by a majority of the board of directors of the Issuer in good faith; and 
 (13) Investments by the Investors in
debt securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the
proposed or outstanding issue amount of such class of securities. 

  
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 SECTION 4.12. Liens. The Issuer will not, and will not permit any Restricted Guarantor to,
directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Restricted Guarantor, or any
income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 
 (a) in the case of Liens
securing Subordinated Indebtedness, the Notes and the related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 

(b) in all other cases, the Notes or the Guarantees are equally and ratably secured. 

The foregoing shall not apply to (a) Liens securing the Notes and the related Guarantees, (b) Liens securing Indebtedness permitted
to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof and (c) Liens incurred
to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this subclause (c), at the time of incurrence of
such Obligations and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 7.0 to 1.0. 

SECTION 4.13. Corporate Existence. Subject to Article V hereof, the Issuer shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be
amended from time to time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer shall not be required
to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than the Issuer), if the Issuer in good faith shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole. 
 SECTION 4.14. Offer to
Repurchase Upon Change of Control. 
 (a) If a Change of Control occurs, unless the Issuer has previously or concurrently sent a
redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a
price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the
relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by electronic transmission or by first-class mail, with
a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register or otherwise in accordance with Applicable Procedures, with a copy to the Trustee or otherwise in accordance with Applicable Procedures, with
the following information: 
 (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that
all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 

  
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 (2) the purchase price and the purchase date, which will be no earlier than 30
days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); 
 (3)
that any Note not properly tendered will remain outstanding and continue to accrue interest; 
 (4) that unless the Issuer
defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; 

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender 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; 
 (6) that Holders will be entitled to withdraw their tendered
Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the fifth Business Day preceding the Change of Control Payment Date, a telegram, telex,
facsimile transmission 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; 
 (7) that the Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000 in principal amount in excess thereof; 

(8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is
conditional on the occurrence of such Change of Control; and 
 (9) the other instructions, as determined by the Issuer,
consistent with this Section 4.14, that a Holder must follow. 
 The notice, if mailed in a manner herein provided, shall be
conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is
defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall
comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of
Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.14 by virtue thereof. 

  
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 (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law, 

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,

 (2) 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 
 (3) 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 Issuer. 

(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of
Control at the time of making of the Change of Control Offer. 
 (d) Other than as specifically provided in this Section 4.14, any
purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to
“purchase,” “repurchase” and similar words, as applicable. 
 SECTION 4.15. Limitation on Guarantees of Indebtedness
by Restricted Subsidiaries. The Issuer shall not permit any Restricted Subsidiary that is a Wholly Owned Subsidiary of the Issuer (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt
securities), other than a Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless: 

(a) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture in form attached
hereto as Exhibit D providing for a Guarantee by such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment
to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is
subordinated to the Notes or such Guarantor’s Guarantee; and 
 (b) such Restricted Subsidiary shall within 30 days
deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee stating that the execution and delivery of the supplemental indenture and the Guarantor’s Guarantee have been duly authorized, executed and delivered by such
Guarantor in accordance with the terms of this Indenture and that such supplemental indenture and Guarantee constitute legal, valid, binding and enforceable obligations of the Guarantor party thereto; 

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a
Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 

  
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 SECTION 4.16. Suspension of Covenants. 

(a) If on any date following the Issue Date (the “Suspension 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 Issuer and its Restricted Subsidiaries will not be subject to the following covenants (collectively, the “Suspended Covenants”): 

(1) Section 4.07 hereof; 

(2) Section 4.08 hereof; 

(3) Section 4.09 hereof; 

(4) Section 4.10 hereof; 

(5) Section 4.11 hereof; 

(6) Section 4.14 hereof; 

(7) Section 4.15 hereof; and 

(8) clause (4) of Section 5.01(a) hereof. 

(b) In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any
period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an
Investment Grade Rating and/or (b) the Issuer or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such
transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating,
then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b) above.

 (c) The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as
the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to
be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement and available will give rise to a Default or Event of Default under this Indenture with respect to Notes; provided that (1) with respect to
Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.07 hereof had been in effect prior to, but not during the Suspension Period, provided, further,
that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall automatically become Restricted Subsidiaries on the Reversion Date (subject to the Issuer’s right to subsequently designate them as Unrestricted
Subsidiaries in compliance with this Indenture and (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to clause (3) of
Section 4.09(b) hereof. 
 (d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate of the Issuer notifying
it of any event set forth under this Section 4.16 specifying, without limitation, the commencement and cessation of any Suspension Period. 

  
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 ARTICLE V 

SUCCESSORS 
 SECTION 5.01.
Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) The Issuer shall not consolidate or merge with or into or
wind up into (whether or not the Issuer is the surviving corporation), and shall not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries,
taken as a whole, in one or more related transactions, to any Person unless: 
 (1) the Issuer is the surviving corporation
or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the
laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor
Company is not a corporation, a co-obligor of the Notes is a corporation; 
 (2) the Successor Company, if other than the
Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; 

(3) immediately after such transaction, no Default exists; 

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such
transactions had occurred at the beginning of the applicable four-quarter period, 
 (A) the Successor Company or the Issuer
would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof, or 

(B) the Consolidated Leverage Ratio would be equal to or less than the Consolidated Leverage Ratio immediately prior to such
transaction; 
 (5) each Guarantor, unless it is the other party to the transactions described above, in which case clause
(b)(1)(B) of this Section 5.01 hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s Obligations under this Indenture and the Notes; and 

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture and the Notes. 

  
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 Notwithstanding clauses (3) and (4) above: 

(1) the Issuer or a Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and
assets to the Issuer or a Restricted Guarantor; and 
 (2) the Issuer may merge with an Affiliate of the Issuer solely for
the purpose of reorganizing the Issuer in a State of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. 

(b) Subject to Section 10.06 hereof, no Restricted Guarantor shall, and the Issuer shall not permit any Restricted Guarantor to,
consolidate or merge with or into or wind up into (whether or not the Issuer or Restricted 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: 
 (1) (A) such Restricted Guarantor is the surviving
corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or
existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or such
Person, as the case may be, being herein called the “Successor Person”); 
 (B) the Successor Person, if
other than such Restricted Guarantor, expressly assumes all the obligations of such Restricted Guarantor under this Indenture and such Restricted Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or
instruments in form reasonably satisfactory to the Trustee; 
 (C) immediately after such transaction, no Default exists; and

 (D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 
 (2)
the transaction is made in compliance with Section 4.10 hereof. 
 Notwithstanding the foregoing, any Restricted Guarantor may merge
into or transfer all or part of its properties and assets to another Restricted Guarantor or the Issuer. 
 SECTION 5.02. Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or a Restricted Guarantor in accordance with
Section 5.01(a) or Section 5.01(b)(1) hereof, the successor corporation formed by such consolidation or into or with which the Issuer or such Restricted Guarantor, as applicable, is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the
Issuer or such Restricted Guarantor, as applicable, shall refer instead to the successor corporation and not to the Issuer or such Restricted Guarantor, as applicable), and may exercise every right and power of the Issuer or such Restricted
Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as the Issuer or a Restricted Guarantor, as applicable, herein and therein; provided that the predecessor Issuer shall not be
relieved from the obligation 

  
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to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the
requirements of Section 5.01 hereof. 
 ARTICLE VI 

DEFAULTS AND REMEDIES 

SECTION 6.01. Events of Default. An “Event of Default” wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be 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): 
 (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal
of, or premium, if any, on the Notes; 
 (2) default for 30 days or more in the payment when due of interest on or with
respect to the Notes; 
 (3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the
Trustee or the Holders of not less than 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the
Notes; 
 (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or
evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted
Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 
 (A)
such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any
such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 

(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for
failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding; 

(5) failure by the Issuer or any Significant Party to pay final non-appealable judgments aggregating in excess of $100.0
million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 90 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding have been commenced by any
creditor upon such judgment or decree which is not promptly stayed; 

  
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 (6) the Issuer or any Significant Party, pursuant to or within the meaning of any
Bankruptcy Law: 
 (A) commences proceedings to be adjudicated bankrupt or insolvent; 

(B) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under applicable Bankruptcy law; 
 (C) consents to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; or 

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

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

(A) is for relief against the Issuer or any Significant Party, in a proceeding in which the Issuer or any Significant Party, is
to be adjudicated bankrupt or insolvent; 
 (B) appoints a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer or any Significant Party, or for all or substantially all of the property of the Issuer or any Significant Party; or 

(C) orders the liquidation the Issuer or any Significant Party; 

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

(8) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and
void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture
or the release of any such Guarantee in accordance with this Indenture. 
 SECTION 6.02. Acceleration. 

(a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 hereof) occurs and
is continuing under this Indenture, the Trustee by notice to the Issuer or the Holders of at least 25% in principal amount of the then total outstanding Notes by notice to the Issuer and the Trustee, in either case specifying in such notice the
respective Event of Default and that such notice is a “notice of acceleration,” may declare the principal, interest and premium, if any, on all the then outstanding Notes to be due and payable. The Trustee shall have no obligation to
accelerate the Notes if the Trustee determines that acceleration is not in the best interests of the Holders of the Notes. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. Notwithstanding
the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof, all outstanding Notes shall be due and payable immediately without further action or notice. 

(b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of
the Holders of all of the Notes rescind any acceleration with respect to the Notes and its consequences if such rescission would not conflict with any 

  
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judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except non-payment of principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived. In the event of any Event of Default specified in clause (4) of Section 6.01 hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a
result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: 

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or 

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event
of Default; or 
 (3) the default that is the basis for such Event of Default has been cured. 

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 
 SECTION 6.04. Waiver of Past Defaults. Subject to Section 6.02 hereof, Holders of
not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing Default in
the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

SECTION 6.05. Control by Majority. Holders of a majority in principal amount of the then total outstanding Notes 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 Holder of a Note or that would involve the Trustee in personal liability. 

SECTION 6.06. Limitation on Suits. Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this
Indenture or the Notes unless: 
 (a) such Holder has previously given the Trustee notice that an Event of Default is
continuing; 
 (b) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to
pursue the remedy; 

  
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 (c) Holders of the Notes have offered the Trustee satisfactory security or
indemnity against any loss, liability or expense; 
 (d) the Trustee has not complied with such request within 60 days after
the receipt thereof and the offer of security or indemnity; and 
 (e) Holders of a majority in principal amount of the total
outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 A Holder of a Note may
not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 

SECTION 6.07. Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal of, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring
suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel. 
 SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such
proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding
has been instituted. 
 SECTION 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 SECTION 6.11. Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


  
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 SECTION 6.12. Trustee May File Proofs of Claim. The Trustee is authorized to file such
proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

SECTION 6.13. Priorities. If the Trustee or any Agent collects any money or property pursuant to this Article VI, it shall pay out the
money in the following order: 
 (a) First, to the Trustee, such Agent, their agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or such Agent and the costs and expenses of collection; 

(b) Second, to Holders of Notes 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 

(c) Third, to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if
applicable. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13. 

SECTION 6.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the
Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 

  
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 ARTICLE VII 

TRUSTEE 
 SECTION 7.01.
Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

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

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

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the form required in this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
 (i) this paragraph does not limit
the effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it is proved in a 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 6.02, 6.04 or 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any
of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. 

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

  
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 SECTION 7.02. Rights of Trustee. 

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document, 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 Issuer and its Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuer and shall incur no
liability or additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from
acting, it may require an Officer’s Certificate of the Issuer or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of
Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent or attorney appointed with due care. 
 (d) The Trustee shall not be liable for any action it
takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if
signed by an Officer of the Issuer. 
 (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or
indemnity satisfactory to it against such risk or liability is not assured to it. 
 (g) The Trustee shall not be deemed to have notice of
any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture. 
 (h) 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. 

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

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

  
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 SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The recitals and statements contained herein and in the Notes, except those contained in any Trustee’s
certificate of authentication, shall be taken as the recitals and statements of the Issuer, and the Trustee or any authenticating agent assumes no responsibility for their correctness. 

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to
Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any
continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee in accordance with Section 12.02 hereof at the Corporate Trust Office of the Trustee and
such notice references the Notes and this Indenture. 
 SECTION 7.06. Reports by Trustee to Holders of the Notes. Within 60 days
after each October 15, beginning with the October 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that
complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall
comply with Trust Indenture Act Section 313(b)(2) (to the extent applicable). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c). 

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and each stock exchange on which the
Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange. 

SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder 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 Issuer shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. 
 The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers,
directors, employees, agents and any predecessor trustee (in its capacity as trustee) and its officers, directors, employees and agents for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including
reasonable attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs 

  
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and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the
Issuer or any Guarantor, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder except to the extent the Issuer has been materially prejudiced thereby. The Issuer shall defend the claim and the Trustee may have separate counsel and the
Issuer shall pay the fees and expenses of such counsel. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnify against any loss,
liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. 
 The obligations of the
Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. 

To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes
on all money or property held or collected by the Trustee. Such Lien shall survive the satisfaction and discharge of this Indenture. 
 When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law. 
 SECTION 7.08. Replacement of Trustee. A resignation or
removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the
Trustee if: 
 (a) the Trustee fails to comply with Section 7.10 hereof or Section 310 of the Trust Indenture Act;

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

(d) the Trustee becomes incapable of acting. 

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

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

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

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. 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; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 

SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 

SECTION 7.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has,
together with its parent, a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The
Trustee is subject to Trust Indenture Act Section 310(b). 
 SECTION 7.11. Preferential Collection of Claims Against Issuer. The
Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act
Section 311(a) to the extent indicated therein. 
 ARTICLE VIII 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time, elect to have
either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. 

SECTION 8.02. Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their Obligations with respect to all outstanding Notes and
Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by
the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all
its other Obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: 
 (a) the rights of Holders of Notes to receive
payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 

  
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 (b) the Issuer’s obligations with respect to Notes concerning issuing
temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection
therewith; and 
 (d) this Section 8.02. 

If the Issuer exercises under Section 8.01 the option applicable to this Section 8.02, subject to satisfaction of the conditions set
forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default under clauses (3), (4), (5), (6) (solely with respect to a Significant Party) and (7) (solely with respect to a Significant
Party) of Section 6.01. Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 

SECTION 8.03. Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15, hereof and clauses (4), (5) and (6) of Section 5.01(a) and Section 5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in
Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(4), 6.01(5),
6.01(6) (solely with respect to a Significant Party), 6.01(7) (solely with respect to a Significant Party), 6.01(8) hereof shall not constitute Events of Default. 

  
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 SECTION 8.04. Conditions to Legal or Covenant Defeasance. The following shall be the
conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In order to exercise either Legal
Defeasance or Covenant Defeasance with respect to the Notes: 
 (a) the Issuer must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to
pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such
Notes are being defeased to maturity or to a particular Redemption Date. 
 (b) in the case of Legal Defeasance, the Issuer
shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 

(i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or 

(ii) since the issuance of the Notes, 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, subject to customary assumptions and
exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will 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 Legal Defeasance had not occurred; 
 (c) in the case of
Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not
occurred; 
 (d) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any
similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under
the Senior Credit Facilities, the Existing Senior Notes, the indenture pursuant to which the Existing Senior Notes were issued or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party
or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit
relating to other Indebtedness, and the granting of Liens in connection therewith); 

  
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 (f) the Issuer shall have delivered to the Trustee an Officer’s Certificate
stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and 

(g) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of
Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 

SECTION 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to
Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to
Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated
from other funds except to the extent required by law. 
 The Issuer shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held
by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 

SECTION 8.06. Repayment to Issuer. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying
Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall
be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. 
 SECTION 8.07.
Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of
principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying
Agent. 

  
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 ARTICLE IX 

AMENDMENT, SUPPLEMENT AND WAIVER 

SECTION 9.01. Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors and the Trustee
may amend or supplement this Indenture, the Notes or any Guarantee without the consent of any Holder: 
 (a) to cure any
ambiguity, omission, mistake, defect or inconsistency; 
 (b) to provide for uncertificated Notes of such series in addition
to or in place of Definitive Notes; 
 (c) to comply with Section 5.01 hereof; 

(d) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; 

(e) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect
the legal rights under this Indenture, the Notes or the Guarantee; 
 (f) to add covenants for the benefit of the Holders or
to surrender any right or power conferred upon the Issuer or any Guarantor; 
 (g) to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; 
 (h) to evidence and provide
for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; 

(i) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that
they are not freely transferable; 
 (j) to add a Guarantor under this Indenture; 

(k) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes”
section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or Notes; and 

(l) 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. 

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors 

  
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in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing,
an Opinion of Counsel shall not be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is
attached as Exhibit D hereto. 
 SECTION 9.02. With Consent of Holders of Notes. Except as provided below in this
Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if
any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this
Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof, Section 2.09 hereof and Section 2.14 hereof shall determine which Notes are considered to be “outstanding” for the
purposes of this Section 9.02. 
 Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the
execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or waiver
under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. 
 Without the consent
of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: 

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

(b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with
respect to the redemption of such Note (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof); 

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

  
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 (d) 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) or in respect of a
covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; 

(e) make any Note payable in money other than that stated therein; 

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to
receive payments of principal of or premium, if any, or interest on the Notes; 
 (g) make any change in these amendment and
waiver provisions; 
 (h) impair the right of any Holder to receive payment of principal of, or interest on such
Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 

(i) make any change to the ranking in right of payment of the Notes that would adversely affect the Holders; or 

(j) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to
the Holders of the Notes. 
 SECTION 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or
the Notes shall be set forth in an amended or supplemental indenture that complies in all material respects with the Trust Indenture Act as then in effect. 

SECTION 9.04. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.
However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment,
supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
 The Issuer may, but shall not be
obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained. 

SECTION 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver
on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

  
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 Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver. 
 SECTION 9.06. Trustee to Sign Amendments, etc. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. None of the Issuer nor any Guarantor may sign an amendment,
supplement or waiver until the board of directors (or similar governing body) approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive, and (subject to Section 7.01 hereof) shall be fully protected
in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this
Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies
with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, an Opinion of Counsel shall not be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor
and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D. 
 SECTION 9.07.
Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in
solicitation documents relating to such consent, waiver or agreement. 
 ARTICLE X 

GUARANTEES 
 SECTION
10.01. Guarantee. Subject to this Article X, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and
assigns, that: (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on
the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection. 
 The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of this Indenture, the Notes or the obligations of Issuer hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder of the
Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or 

  
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bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes and this Indenture. 
 Each Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 

If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

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

Unless and until released in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not
so rescinded, reduced, restored or returned. 
 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Each payment to
be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 

SECTION 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount
as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections 

  
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from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed
obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment
determined in accordance with GAAP. 
 SECTION 10.03. Execution and Delivery. To evidence its Guarantee set forth in
Section 10.01 hereof, each Guarantor hereby agrees that this Indenture or a supplement indenture hereto in substantially the form of Exhibit D hereto, as the case may be, shall be executed on behalf of such Guarantor by its President,
one of its Vice Presidents or one of its Assistant Vice Presidents. 
 Each Guarantor hereby agrees that its Guarantee set forth in
Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee
shall be valid nevertheless. 
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 
 If required by Section 4.15 or Section 10.01
hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article X, to the extent applicable. 

SECTION 10.04. Subrogation. Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any
amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or
based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full. 

SECTION 10.05. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing
arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 

SECTION 10.06. Release of Guarantees. A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged,
and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: 

(a) (A) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (including
any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor, in each case made in compliance with the applicable provisions of this
Indenture; 

  
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 (B) the release or discharge of the guarantee by such Guarantor of Indebtedness
under the Senior Credit Facilities or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 

(C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with
Section 4.07 and the definition of “Unrestricted Subsidiary”; or 
 (D) the exercise by the Issuer of its
Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and 

(b) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor and an Opinion of Counsel, each
stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 
 ARTICLE XI 

SATISFACTION AND DISCHARGE 

SECTION 11.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to all Notes,
when either: 
 (a) all Notes heretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been
replaced or paid and Notes for whose payment money has heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 

(b) (A) all Notes not heretofore delivered to the Trustee for cancellation have become due and payable by reason of the
making of a notice of redemption or otherwise, will become due and payable within one year 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars,
Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not heretofore delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; 
 (B) no Default
(other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith) with respect to this Indenture or the Notes
shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Existing
Senior Notes, the indentures governing the Existing Senior Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor
is bound; 
 (C) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and 

(D) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the
Notes at maturity or the Redemption Date, as the case may be. 

  
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 In addition, the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to
the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and
discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (b) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive. 

SECTION 11.02. Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds
except to the extent required by law. 
 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance
with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any
Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee
or Paying Agent. 
 ARTICLE XII 

MISCELLANEOUS 
 SECTION
12.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control. 

SECTION 12.02. Notices. Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in
writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuer and/or any Guarantor: 

Univision Communications Inc. 

1999 Avenue of the Stars, Suite 3050 

Los Angeles, CA 90067 
 Attention:
General Counsel 

  
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 with a copy to: 

Weil Gotshal & Manges LLP 

767 Fifth Avenue 
 New York, NY
10153 
 Attention: Todd R. Chandler 

If to the Trustee: 
 Wilmington
Trust FSB 
 246 Goose Lane, Suite 105 

Guilford, CT 06437 
 Attention:
Corporate Capital Market — Univision Administrator 
 The Issuer, any Guarantor or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications. 
 All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt
thereof. 
 Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested,
or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to
the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee
receives it. 
 If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same
time. 
 SECTION 12.03. Communication by Holders of Notes with Other Holders of Notes. Holders may communicate pursuant to Trust
Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 

SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the
Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee: 

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

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

  
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 SECTION 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust
Indenture Act Section 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion
has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the
opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of
Counsel, may be limited to reliance on an Officer’s Certificate, certificates of public officials or reports or opinions of experts as to matters of fact); and 

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

SECTION 12.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
 SECTION 12.07. No Personal
Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any
obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes. 
 SECTION 12.08. Governing Law. THIS
INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 SECTION
12.09. Waiver of Jury Trial. EACH OF THE ISSUER, 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 12.10. Force Majeure. In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.


  
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 SECTION 12.11. No Adverse Interpretation of Other Agreements. This Indenture may not be
used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

SECTION 12.12. Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Sections 5.01(b)(1), 5.02 and 10.06 hereof. 

SECTION 12.13. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 12.14.
Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

SECTION 12.15. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections
of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

[Signatures on following page] 

  
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	UNIVISION COMMUNICATIONS INC.
		
	By:		/s/ Peter H. Lori
		 	  

			Name:		 Peter H. Lori

			Title:		Executive Vice President, Corporate Controller and Chief Accounting Officer



  
 [Signature page to
Indenture] 








 
	
	 KCYT-FM LICENSE CORP.

	 KECS-FM LICENSE CORP.

	 KESS-AM LICENSE CORP.

	 KESS-TV LICENSE CORP.

	 KHCK-FM LICENSE CORP.

	 KICI-AM LICENSE CORP.

	 KICI-FM LICENSE CORP.

	 KLSQ-AM LICENSE CORP.

	 KLVE-FM LICENSE CORP.

	 KMRT-AM LICENSE CORP.

	 KTNQ-AM LICENSE CORP.

	 LICENSE CORP. NO. 1

	 LICENSE CORP. NO. 2

	 MI CASA PUBLICATIONS, INC.

	 SERVICIO DE INFORMACION PROGRAMATIVA, INC.

	 SPANISH COAST-TO-COAST LTD.

	 T C TELEVISION, INC.

	 TICHENOR LICENSE CORPORATION

	 TMS LICENSE CALIFORNIA, INC.

	 UNIVISION RADIO CORPORATE SALES, INC.

	 UNIVISION RADIO FRESNO, INC.

	 UNIVISION RADIO GP, INC.

	 UNIVISION RADIO HOUSTON LICENSE CORPORATION

	 UNIVISION RADIO INVESTMENTS, INC.

	 UNIVISION RADIO LAS VEGAS, INC.

	 UNIVISION RADIO LICENSE CORPORATION

	 UNIVISION RADIO LOS ANGELES, INC.

	 UNIVISION RADIO MANAGEMENT COMPANY, INC.

	 UNIVISION RADIO NEW MEXICO, INC.

	 UNIVISION RADIO NEW YORK, INC.

	 UNIVISION RADIO PHOENIX, INC.

	 UNIVISION RADIO SACRAMENTO, INC.

	 UNIVISION RADIO SAN DIEGO, INC.

	 UNIVISION RADIO SAN FRANCISCO, INC.

	 UNIVISION RADIO TOWER COMPANY, INC.

	 WADO RADIO, INC.

	 WADO-AM LICENSE CORP.

	 WLXX-AM LICENSE CORP.

	 WPAT-AM LICENSE CORP.

	 WQBA-AM LICENSE CORP.

	 WQBA-FM LICENSE CORP.



  

					
	By:		/s/ Peter H. Lori
		 	  

			Name:		Peter H. Lori
			Title:		Senior Vice President, Chief Accounting Officer



  
 [Signature page to
Indenture] 








 

	
	 EL TRATO, INC.

	 GALAVISION, INC.

	 HPN NUMBERS, INC.

	 KAKW LICENSE PARTNERSHIP, L.P.

	 KDTV LICENSE PARTNERSHIP, G.P.

	 KFTV LICENSE PARTNERSHIP, G.P.

	 KMEX LICENSE PARTNERSHIP, G.P.

	 KTVW LICENSE PARTNERSHIP, G.P.

	 KUVI LICENSE PARTNERSHIP, G.P.

	 KUVN LICENSE PARTNERSHIP, L.P.

	 KUVS LICENSE PARTNERSHIP, G.P.

	 KWEX LICENSE PARTNERSHIP, L.P.

	 KXLN LICENSE PARTNERSHIP, L.P.

	 PTI HOLDINGS, INC.

	 STATION WORKS, LLC

	 TELEFUTURA ALBUQUERQUE LLC

	 TELEFUTURA BAKERSFIELD LLC

	 TELEFUTURA BOSTON LLC

	 TELEFUTURA D.C. LLC

	 TELEFUTURA DALLAS LLC

	 TELEFUTURA FRESNO LLC

	 TELEFUTURA HOUSTON LLC

	 TELEFUTURA LOS ANGELES LLC

	 TELEFUTURA MIAMI LLC

	 TELEFUTURA NETWORK

	 TELEFUTURA OF SAN FRANCISCO, INC.

	 TELEFUTURA ORLANDO INC.

	 TELEFUTURA PARTNERSHIP OF DOUGLAS

	 TELEFUTURA PARTNERSHIP OF FLAGSTAFF

	 TELEFUTURA PARTNERSHIP OF FLORESVILLE

	 TELEFUTURA PARTNERSHIP OF PHOENIX

	 TELEFUTURA PARTNERSHIP OF SAN ANTONIO

	 TELEFUTURA PARTNERSHIP OF TUCSON

	 TELEFUTURA SACRAMENTO LLC


 


	
	 TELEFUTURA SAN FRANCISCO LLC

	 TELEFUTURA SOUTHWEST LLC

	 TELEFUTURA TAMPA LLC

	 TELEFUTURA TELEVISION GROUP, INC.

	 THE UNIVISION NETWORK LIMITED PARTNERSHIP

	 UNIVISION ATLANTA LLC

	 UNIVISION CLEVELAND LLC

	 UNIVISION HOME ENTERTAINMENT, INC.

	 UNIVISION INTERACTIVE MEDIA, INC.

	 UNIVISION INVESTMENTS, INC.

	 UNIVISION MANAGEMENT CO.

	 UNIVISION NETWORK PUERTO RICO PRODUCTION LLC

	 UNIVISION NETWORKS & STUDIOS, INC. (F/K/A SUNSHINE ACQUISITION CORP.)

	 UNIVISION NEW YORK LLC

	 UNIVISION OF ATLANTA INC.

	 UNIVISION OF NEW JERSEY INC.

	 UNIVISION OF PUERTO RICO INC.

	 UNIVISION OF RALEIGH, INC.

	 UNIVISION PHILADELPHIA LLC

	 UNIVISION PUERTO RICO STATION ACQUISITION COMPANY

	 UNIVISION PUERTO RICO STATION OPERATING COMPANY

	 UNIVISION PUERTO RICO STATION PRODUCTION COMPANY

	 UNIVISION SERVICES, INC.

	 UNIVISION STUDIOS, LLC

	 UNIVISION TELEVISION GROUP, INC.

	 UNIVISION TEXAS STATIONS LLC

	 UNIVISION-EV HOLDINGS, LLC

	 UVN TEXAS L.P.

	 WGBO LICENSE PARTNERSHIP, G.P.

	 WLTV LICENSE PARTNERSHIP, G.P.

	 WXTV LICENSE PARTNERSHIP, G.P.



  

					
	By:		 /s/ Peter H. Lori

			Name:		Peter H. Lori
			Title:		Senior Vice President, Controller and Chief Accounting Officer


 
 


  
 [Signature page to
Indenture] 








 
					
	 HBCi, LLC

	 TELEFUTURA CHICAGO LLC

	 UNIVISION RADIO BROADCASTING PUERTO RICO, L.P.

	 UNIVISION RADIO BROADCASTING TEXAS, L.P.

	 UNIVISION RADIO FLORIDA, LLC

	 UNIVISION RADIO ILLINOIS, INC.

	 UNIVISION RADIO , INC

	 WLII/WSUR LICENSE PARTNERSHIP, G.P.

	 WUVC LICENSE PARTNERSHIP G.P.

		
	By:		/s/ Peter H. Lori
		 	  

			Name:		Peter H. Lori
			Title:		Vice President, Assistant Secretary and Assistant Treasurer



  
 [Signature page to
Indenture] 








 
					
	WILMINGTON TRUST FSB,
	
	as Trustee 
		
	By:		/s/ Joseph P O’Donnell
		 	  

			Name:		Joseph P O’Donnell
			Title:		Vice President



  
 [Signature Page to
Indenture] 








 EXHIBIT A 

[Face of Note] 
 [Insert the Global Note Legend,
if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture] 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

  
 A-1 








 CUSIP [            ] 

8 1⁄2% Senior Note due 2021 

 

			
	No.     		[$            ]

 UNIVISION COMMUNICATIONS INC. 

promises to pay to              or registered assigns, the principal sum [set forth on the
Schedule of Exchanges of Interests in the Global Note attached hereto] [of          Dollars] ($        ) on May 15, 2021. 

Interest Payment Dates: May 15 and November 15, commencing May 15, 2011 

Record Dates: May 1 or November 1 

  
 A-2 








 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 

Dated: [                    ] 

 

			
	 UNIVISION COMMUNICATIONS INC.

		
	By:		  

			Name:
			Title:



  
 A-3 








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

 

									
	Dated:		  
						
				
							 WILMINGTON TRUST FSB,
 as
Trustee

					
							By:		  

									Authorized Signatory


  
 A-4 








 [Back of Note] 

8 1⁄2% Senior Note due 2021 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1. Interest. Univision Communications Inc., a Delaware corporation (the “Issuer”), promises to pay interest on the
principal amount of this Note at a rate per annum set forth below from the Issue Date until maturity. The Issuer will pay interest on this Note semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15,
2011, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), and no interest shall accrue on such payment for the intervening period. The Issuer will make each interest
payment to the Holder of record of this Note on the immediately preceding May 1 and November 1 (each, a “Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from and including the Issue Date. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate then applicable to this Note; it shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) at the rate then applicable to this Note to the extent lawful. Interest will
be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 Interest on this Note will accrue at the rate of 8 1⁄2% per annum. 
 2. Method of Payment.
The Issuer will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is canceled
after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Cash payment of interest may be made by check mailed to the Holders at their addresses
set forth in the Register, provided that [all cash payments of principal, premium, if any, and interest on, this Note will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof]1 [all cash payments of principal, premium, if any, and interest on, this Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the
Trustee may accept in its discretion)].2 Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts. 
 3. Paying Agent and Registrar. Initially, Wilmington Trust FSB, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 

4. Indenture. The Issuer issued the Notes under a Senior Notes Indenture, dated as of November 23, 2010 (the
“Indenture”), among Univision Communications Inc., the Guarantors and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 8 1⁄2% Senior Notes due 2021. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a
single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and 

  
 A-5 








 
those incorporated by reference into the Indenture from the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

5. Optional Redemption. 

(a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. 

(b) At any time prior to November 15, 2015 the Notes may be redeemed or purchased (by the Issuer or any other Person) at a redemption
price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes
on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c) Until November 15, 2013, the Issuer
may, at its option on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 108.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the
Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash
proceeds are contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains
outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity
Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

 (d) On and after November 15, 2015 the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as a
percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on
the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2015
	  	 	104.250	% 
	 2016
	  	 	102.833	% 
	 2017
	  	 	101.417	% 
	 2018 and thereafter
	  	 	100.000	% 

 (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01
through 3.06 of the Indenture. 
 6. Notice of Redemption. Subject to Section 3.03 of the Indenture, notice of redemption will
be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article VIII or
Article XI of the Indenture) to each Holder whose 

  
 A-6 








 
Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the Redemption Date, interest ceases to accrue on this Note or portions thereof called for redemption. 

7. Offers to Repurchase. Upon the occurrence of a Change of Control, the Issuer shall make a Change of Control Offer in accordance with
Section 4.14 of the Indenture. In connection with certain Asset Sales, the Issuer shall make an Asset Sale Offer as and when provided in accordance with Section 4.10 of the Indenture. 

8. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 

9. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 

10. Amendment, Supplement and Waiver. The Indenture, the Guarantees and the Notes, may be amended or supplemented as provided in the
Indenture. 
 11. Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the
Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all
the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately
without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it
determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or
and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default. 

12. Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of the Trustee. 
 13. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES. 

  
 A-7 








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

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at
the following address: 
 Univision Communications Inc. 

1999 Avenue of the Stars, Suite 3050 

Los Angeles, CA 90067 
 Attention:
General Counsel 

  
 A-8 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

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

			(Insert assignee’s legal name)

  
  

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

 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                                         to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

					
	Date:		  
		

  

			
	Your Signature:		  

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


  

							
	Signature Guarantee*:		  
				

  

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


  
 A-9 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate
box below: 
 [            ] Section
4.10                                    [    
        ] Section 4.14. 
 If you want to elect to have only part of this Note purchased by the
Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 

$         
  

					
	Date:		  
		

  

			
	Your Signature:		  

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


  

			
	Tax Identification No.:		  



  

							
	Signature Guarantee*:		  
				

  

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


  
 A-10 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange/Transfer
	  	Amount of decrease in
Principal Amount	  	Amount of
increase in
Principal Amount
of this Global Note	  	Principal Amount of
this Global Note
following such
decrease or increase	  	Signature of
authorized officer of
Trustee or Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

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


  
 A-11 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 Univision
Communications Inc. 
 1999 Avenue of the Stars, Suite 3050 

Los Angeles, CA 90067 
 Attention: General Counsel 

Wilmington Trust FSB 
 246 Goose Lane, Suite 105 

Guilford, CT 06437 
 Attention: Corporate Capital Market —
Univision Administrator 
 Re: 8 1⁄2% Senior
Notes due 2021 
 Reference is hereby made to the Senior Notes Indenture, dated as of November 23, 2010 (the
“Indenture”), between Univision Communications Inc., the Guarantors and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

[CHECK ALL THAT APPLY] 
 1.
[            ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable
blue sky securities laws of any state of the United States. 
 2. [            ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904
under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and
(iv)

  
 B-1 








 
if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and
the Securities Act. 
 3. [            ] CHECK AND COMPLETE IF TRANSFEREE WILL
TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable
to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one): 
 (a)
[            ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 

or 

(b) [            ] such Transfer is being effected to the Issuer or
a subsidiary thereof; 
 or 

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

4. [            ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE. 
 (a)
[            ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with
the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

(b) [            ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture. 

  
 B-2 








 (c) [            ] CHECK IF TRANSFER
IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 

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

 

			
	 [INSERT NAME OF TRANSFEROR]

		
	 By:
		  

			Name:
			Title:


  

					
	Date:		  
		


  
 B-3 








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

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

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

  

	 	(a)	[            ] a beneficial interest in the: 

  

	 	(i)	[            ] 144A Global Note ([CUSIP: [l]]), or 

  

	 	(ii)	[            ] Regulation S Global Note ([CUSIP: [l]]), or 

  

	 	(b)	[            ] a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

	 	(a)	[            ] a beneficial interest in the: 

  

	 	(i)	[            ] 144A Global Note ([CUSIP:             ]), or 


 

	 	(ii)	[            ] Regulation S Global Note ([CUSIP:             ]), or 


 

	 	(ii)	[            ] Unrestricted Global Note, ([            ]
[            ]); or 

  

	 	(b)	[            ] a Restricted Definitive Note; or 

  

	 	(c)	[            ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture. 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Univision
Communications Inc. 
 1999 Avenue of the Stars, Suite 3050 

Los Angeles, CA 90067 
 Attention: General Counsel 

Wilmington Trust FSB 
 246 Goose Lane, Suite 105 

Guilford, CT 06437 
 Attention: Corporate Capital Market —
Univision Administrator 
 Re: 8 1⁄2% Senior
Notes due 2021 
 Reference is hereby made to the Senior Notes Indenture, dated as of November 23, 2010 (the
“Indenture”), between Univision Communications Inc., the Guarantors and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

             (the “Owner”) owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby
certifies that: 
 (1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES 
 (a)
[            ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note of the same series in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States
Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(b) [            ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note of the same series, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

  
 C-1 








 (c) [            ]
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(d) [            ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (2) EXCHANGE OF RESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES. 

(a) [            ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note of the same series with an equal
principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the
Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

(b) [            ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [    ] 144A Global Note
[    ] Regulation S Global Note of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 

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

			
	[INSERT NAME OF TRANSFEROR]
		
	By:		  

			Name:
			Title:


  

			
		
	Dated:		  



  
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 EXHIBIT D 

[FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 

Supplemental Indenture (this “Supplemental Indenture”), dated as
of                    , among (the “Guaranteeing Subsidiary”), a subsidiary of Univision Communications Inc., a Delaware corporation
(the “Issuer”), and Wilmington Trust FSB, as trustee (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a Senior Notes Indenture (the “Indenture”), dated as
of November 23, 2010, providing for the issuance of $500,000,000 aggregate principal amount of 8 1⁄2% Senior Notes due 2021 (the
“Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and
deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and
under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 
 (2) Agreement to Guarantee. The Guaranteeing Subsidiary accepts all obligations applicable to a
Guarantor under the Indenture, including Article X of the Indenture (which is deemed incorporated in this Supplemental Indenture and applicable to this Guarantee) and, as applicable, Sections 5.01(b) and Section 5.02 of the Indenture. The
Guaranteeing Subsidiary acknowledges that by executing this Supplemental Indenture, it will become a Guarantor under the Indenture and subject to all the terms and conditions applicable to Guarantors contained therein. 

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect
notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 (4) Releases. The
Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing
Subsidiary’s Guarantee, upon satisfaction of all of the conditions set forth in Section 10.06 of the Indenture. 

(5) No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of
the Issuer or the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any
claim 

  
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based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. 
 (6) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL 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 represent the same agreement. 

(8) Effect of Headings. The Section headings herein have been inserted for convenience of reference only, are not
considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions 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 Guaranteeing Subsidiary. 

(10) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set
forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made
by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first above written. 
  

			
	[GUARANTEEING SUBSIDIARY]
		
	By:		  

			Name:
			Title:
	
	WILMINGTON TRUST FSB, as Trustee
		
	By:		  

			Name:
			Title:



  
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