EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
  

 
  

INDENTURE 
 Dated as of
January 31, 2017 
 Among 

THE NIELSEN COMPANY (LUXEMBOURG) S.À R.L. 

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 

and 
 DEUTSCHE BANK TRUST COMPANY
AMERICAS, 
 as Trustee 
 5.000%
SENIOR NOTES DUE 2025 
  
  

 







 TABLE OF CONTENTS 
  

							
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	ARTICLE 1	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	Section 1.01	 	Definitions	  	 	1	  
	Section 1.02	 	Other Definitions	  	 	17	  
	Section 1.03	 	Incorporation by Reference of Trust Indenture Act	  	 	17	  
	Section 1.04	 	Rules of Construction	  	 	17	  
	Section 1.05	 	Acts of Holders	  	 	18	  
	
	ARTICLE 2	  
	
	THE NOTES	  
			
	Section 2.01	 	Form and Dating; Terms	  	 	19	  
	Section 2.02	 	Execution and Authentication	  	 	20	  
	Section 2.03	 	Registrar and Paying Agent	  	 	20	  
	Section 2.04	 	Paying Agent to Hold Money in Trust	  	 	20	  
	Section 2.05	 	Holder Lists	  	 	21	  
	Section 2.06	 	Transfer and Exchange	  	 	21	  
	Section 2.07	 	Replacement Notes	  	 	29	  
	Section 2.08	 	Outstanding Notes	  	 	29	  
	Section 2.09	 	Treasury Notes	  	 	29	  
	Section 2.10	 	Temporary Notes	  	 	29	  
	Section 2.11	 	Cancellation	  	 	30	  
	Section 2.12	 	Defaulted Interest	  	 	30	  
	Section 2.13	 	CUSIP Numbers	  	 	30	  
	Section 2.14	 	Calculation of Principal Amount of Securities	  	 	30	  
	Section 2.15	 	Additional Amounts	  	 	31	  
	
	ARTICLE 3	  
	
	REDEMPTION	  
			
	Section 3.01	 	Notices to Trustee	  	 	32	  
	Section 3.02	 	Selection of Notes to Be Redeemed or Purchased	  	 	32	  
	Section 3.03	 	Notice of Redemption	  	 	32	  
	Section 3.04	 	Effect of Notice of Redemption	  	 	33	  
	Section 3.05	 	Deposit of Redemption or Purchase Price	  	 	33	  
	Section 3.06	 	Notes Redeemed or Purchased in Part	  	 	34	  
	Section 3.07	 	Optional Redemption	  	 	34	  
	Section 3.08	 	Mandatory Redemption	  	 	35	  
	Section 3.09	 	Redemption for Taxation Reasons	  	 	35	  
	
	ARTICLE 4	  
	
	COVENANTS	  
			
	Section 4.01	 	Payment of Notes	  	 	35	  
	Section 4.02	 	Maintenance of Office or Agency	  	 	36	  
	Section 4.03	 	Reports and Other Information	  	 	36	  


  
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	Section 4.04	 	Compliance Certificate	  	 	37	  
	Section 4.05	 	Taxes	  	 	37	  
	Section 4.06	 	Stay, Extension and Usury Laws	  	 	38	  
	Section 4.07	 	[Reserved]	  	 	38	  
	Section 4.08	 	[Reserved]	  	 	38	  
	Section 4.09	 	[Reserved]	  	 	38	  
	Section 4.10	 	[Reserved]	  	 	38	  
	Section 4.11	 	[Reserved]	  	 	38	  
	Section 4.12	 	Liens	  	 	38	  
	Section 4.13	 	Corporate Existence	  	 	38	  
	Section 4.14	 	Offer to Repurchase Upon Change of Control	  	 	38	  
	Section 4.15	 	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	 	40	  
	Section 4.16	 	Limitation on Sale and Lease-Back Transactions	  	 	40	  
	
	ARTICLE 5	  
	
	SUCCESSORS	  
			
	Section 5.01	 	Merger, Consolidation or Sale of All or Substantially All Assets	  	 	41	  
	Section 5.02	 	Successor Corporation Substituted	  	 	42	  
	
	ARTICLE 6	  
	
	DEFAULTS AND REMEDIES	  
			
	Section 6.01	 	Events of Default	  	 	42	  
	Section 6.02	 	Acceleration	  	 	44	  
	Section 6.03	 	Other Remedies	  	 	45	  
	Section 6.04	 	Waiver of Past Defaults	  	 	45	  
	Section 6.05	 	Control by Majority	  	 	45	  
	Section 6.06	 	Limitation on Suits	  	 	45	  
	Section 6.07	 	Rights of Holders of Notes to Receive Payment	  	 	46	  
	Section 6.08	 	Collection Suit by Trustee	  	 	46	  
	Section 6.09	 	Restoration of Rights and Remedies	  	 	46	  
	Section 6.10	 	Rights and Remedies Cumulative	  	 	46	  
	Section 6.11	 	Delay or Omission Not Waiver	  	 	46	  
	Section 6.12	 	Trustee May File Proofs of Claim	  	 	47	  
	Section 6.13	 	Priorities	  	 	47	  
	Section 6.14	 	Undertaking for Costs	  	 	47	  
	
	ARTICLE 7	  
	
	TRUSTEE	  
			
	Section 7.01	 	Duties of Trustee	  	 	48	  
	Section 7.02	 	Rights of Trustee	  	 	48	  
	Section 7.03	 	Individual Rights of Trustee	  	 	49	  
	Section 7.04	 	Trustee’s Disclaimer	  	 	49	  
	Section 7.05	 	Notice of Defaults	  	 	50	  
	Section 7.06	 	Reports by Trustee to Holders of the Notes	  	 	50	  
	Section 7.07	 	Compensation and Indemnity	  	 	50	  
	Section 7.08	 	Replacement of Trustee	  	 	51	  
	Section 7.09	 	Successor Trustee by Merger, etc.	  	 	51	  
	Section 7.10	 	Eligibility; Disqualification	  	 	51	  
	Section 7.11	 	Preferential Collection of Claims Against Issuer	  	 	52	  









							
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	ARTICLE 8	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	Section 8.01	 	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	52	  
	Section 8.02	 	Legal Defeasance and Discharge	  	 	52	  
	Section 8.03	 	Covenant Defeasance	  	 	52	  
	Section 8.04	 	Conditions to Legal or Covenant Defeasance	  	 	53	  
	Section 8.05	 	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	 	54	  
	Section 8.06	 	Repayment to Issuer	  	 	54	  
	Section 8.07	 	Reinstatement	  	 	55	  
	
	ARTICLE 9	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	Section 9.01	 	Without Consent of Holders of Notes	  	 	55	  
	Section 9.02	 	With Consent of Holders of Notes	  	 	56	  
	Section 9.03	 	[Reserved]	  	 	57	  
	Section 9.04	 	Revocation and Effect of Consents	  	 	57	  
	Section 9.05	 	Notation on or Exchange of Notes	  	 	58	  
	Section 9.06	 	Trustee to Sign Amendments, etc.	  	 	58	  
	Section 9.07	 	Payment for Consent	  	 	58	  
	Section 9.08	 	Additional Voting Terms; Calculation of Principal Amount	  	 	58	  
	
	ARTICLE 10	  
	
	GUARANTEES	  
			
	Section 10.01	 	Guarantee	  	 	58	  
	Section 10.02	 	Limitation on Guarantor Liability	  	 	60	  
	Section 10.03	 	Execution and Delivery	  	 	60	  
	Section 10.04	 	Subrogation	  	 	60	  
	Section 10.05	 	Benefits Acknowledged	  	 	60	  
	Section 10.06	 	Release of Guarantees	  	 	61	  
	Section 10.07	 	Certain Dutch and Irish Matters	  	 	61	  
	
	ARTICLE 11	  
	
	SATISFACTION AND DISCHARGE	  
			
	Section 11.01	 	Satisfaction and Discharge	  	 	61	  
	Section 11.02	 	Application of Trust Money	  	 	62	  
	
	ARTICLE 12	  
	
	MISCELLANEOUS	  
			
	Section 12.01	 	[Reserved]	  	 	63	  
	Section 12.02	 	Notices	  	 	63	  
	Section 12.03	 	Communication by Holders of Notes with Other Holders of Notes	  	 	64	  
	Section 12.04	 	Certificate and Opinion as to Conditions Precedent	  	 	64	  
	Section 12.05	 	Statements Required in Certificate or Opinion	  	 	64	  
	Section 12.06	 	Rules by Trustee and Agents	  	 	65	  









							
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	Section 12.07	 	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	65	  
	Section 12.08	 	Governing Law	  	 	65	  
	Section 12.09	 	Waiver of Jury Trial	  	 	65	  
	Section 12.10	 	Force Majeure	  	 	65	  
	Section 12.11	 	No Adverse Interpretation of Other Agreements	  	 	65	  
	Section 12.12	 	Successors	  	 	65	  
	Section 12.13	 	Severability	  	 	66	  
	Section 12.14	 	Counterpart Originals	  	 	66	  
	Section 12.15	 	Table of Contents, Headings, etc.	  	 	66	  
	Section 12.16	 	[Reserved]	  	 	66	  
	Section 12.17	 	Currency of Account; Conversion of Currency; Foreign Exchange Restrictions	  	 	66	  
	Section 12.18	 	Agent for Service; Submission to Jurisdiction; Waiver of Immunity	  	 	67	  
	Section 12.19	 	U.S.A. Patriot Act	  	 	68	  

 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









 INDENTURE, dated as of January 31, 2017, among The Nielsen Company (Luxembourg) S.à
r.l., a Luxembourg société à responsabilité limitée (private limited liability company) incorporated and existing under the laws of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B 155.591 (the “Issuer”), the Guarantors (as defined herein) listed on
the signature pages hereto and Deutsche Bank Trust Company Americas, 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 5.000% Senior Notes due 2025 (the “Initial Notes”) and 
 WHEREAS, the Issuer and each of the Guarantors has 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 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend
and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule
144A. 
 “4.500% Senior Notes” means the U.S. Issuers’ 4.500% Senior Notes due 2020 issued October 2, 2012. 

“4.500% Senior Notes Indenture” means the indenture dated as of October 2, 2012 governing the 4.500% Senior Notes. 

“5.000% Senior Notes” means the U.S. Issuers’ 5.000% Senior Notes due 2022 originally issued April 11, 2014. 

“5.000% Senior Notes Indenture” means the indenture dated as of April 11, 2014 governing the 5.000% Senior Notes. 

“5.500% Senior Notes” means the Issuer’s 5.50% Senior Notes due 2021 issued September 27, 2013. 

“5.500% Senior Notes Indenture” means the indenture dated as of September 27, 2013 governing the 5.500% Senior Notes.

 “Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture
in accordance with Sections 2.01 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: 

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

(b) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Note at
February 1, 2020 (such redemption price being set forth in Section 3.07), plus (B) all required interest payments due on such Note through February 1, 2020 (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. 

“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, Euroclear and/or Clear-stream that apply to such transfer or exchange. 
 “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 or a company, corporate stock or shares (as applicable); 

(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. 

“Cash Equivalents” means: 

(1) U.S. dollars; 

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

(b) in the case of any Covenant Party or 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, any member of the European Union 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; 

  
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 (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; 
 (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 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; and 

(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. 

Notwithstanding the foregoing, Cash Equivalents shall (x) 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 and
(y) not include Bitcoin. 
 “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
Covenant Parties and the 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 (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act), 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 a majority or more of the total voting power of the Voting Stock of Parent; or 

(3) Nielsen HF ceases to be a Wholly-Owned Subsidiary of Parent. 

“Clearstream” means Clearstream Banking, Société Anonyme. 

“Consolidated Indebtedness” means, as of any date of determination, the total amount of Indebtedness of the Covenant Parties
and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP. 

  
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 “Consolidated Secured Debt Ratio” means, as of the date of determination, the
ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date that is secured by Liens other than Indebtedness secured by Liens permitted pursuant to clause (1) of the definition of
Permitted 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 Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the
Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the 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 a Covenant Party or any Restricted Subsidiary incurs,
assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not
been replaced) 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, 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, and other
operational changes that a Covenant Party or any of the 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 (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was
merged with or into a Covenant Party or any of the 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 a transaction, the pro forma calculations shall be
made in good faith by a responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate
in effect on the Consolidated Secured Debt Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). 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 operating expense reductions and other operating improvements or synergies reasonably expected to result from any
acquisition, amalgamation, merger or operational change. 
 Notwithstanding anything to the contrary, the aggregate amount of projected
operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma
adjustments made pursuant to the immediately preceding paragraph). 
 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. 

  
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 “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. 

“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. 
 “Covenant Parties” means each of
Nielsen HF, VNU International B.V., and the Issuer. 
 “Credit Agreement” has the meaning provided in the definition of
“Senior Credit Facilities.” 
 “Credit Facilities” means, with respect to a Covenant Party or any of the
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 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 DBTCA, as custodian with respect to the
Global Notes, or any successor entity thereto. 
 “DBTCA” means Deutsche Bank Trust Company Americas. 

“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) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

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

“Disqualified Stock” means, 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 

  
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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 Covenant Parties or their respective 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. 

“Domestic Subsidiary” means any Subsidiary of a Covenant Party that is organized or existing under the laws of the United
States, any state or territory thereof, or the District of Columbia. 
 “EBITDA” has the meaning set forth in the 5.500%
Senior Notes Indenture as in effect on the Issue Date. 
 “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 Nielsen HF or of a direct or indirect parent entity of Nielsen HF (excluding Disqualified Stock), other than: 

(1) public offerings with respect to any such Person’s common stock registered on Form
S-8; and 
 (2) issuances to a Covenant Party or any Subsidiary of a Covenant Party.

 “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. 
 “Existing Senior Notes” means the 4.500% Senior Notes, the 5.000% Senior Notes and the 5.500% Senior Notes.

 “Existing Senior Notes Indentures” means the 4.500% Senior Notes Indenture, the 5.000% Senior Notes Indenture and the
5.500% Senior Notes Indenture. 
 “Foreign Parent” means Parent, Valcon Acquisition B.V., The Nielsen Company B.V. and any
other direct or indirect parent entity of a Covenant Party that is a subsidiary of Parent. 
 “Foreign Subsidiary” means
any Restricted Subsidiary that is not a Guarantor and that is not organized or existing under the laws of the United States, any state or territory thereof, or the District of Columbia, and any Restricted Subsidiary of such Foreign Subsidiary. 

“Funded Debt” means any Indebtedness for money borrowed, created, issued, incurred, assumed or guaranteed that would, in
accordance with generally accepted accounting principles, be classified as long-term debt, but in any event including all Indebtedness for money borrowed, whether secured or unsecured, maturing more than one year, or extendible at the option of the
obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in current liabilities). 

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. 

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

  
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 “Global Notes” means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted 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, 
 which, in either
case, are not callable or redeemable at the option of the issuers 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,
(ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business;
or 
 (d) representing any Hedging Obligations; 

  
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 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; 

(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, (b) obligations under or in respect of Receivables Facilities, and (c) any intercompany indebtedness (including intercompany indebtedness to a Foreign Parent) having a term not exceeding 364 days (inclusive
of any rollover or extensions of terms) and made in the ordinary course of business consistent with past practice. 

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

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

“Initial Notes” has the meaning assigned to such term in the recitals hereto. 

“Initial Purchaser” means J.P. Morgan Securities LLC. 

“Interest Payment Date” means February 1 and August 1 of each year to stated maturity. 

“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. 

“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 officers and employees, 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. 

“Issue Date” means January 31, 2017. 

“Issuer Order” means a written request or order signed on behalf of the Issuer by Officers 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. 

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

“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 or Luxembourg. 
 “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 any conditional sale or
other title retention 

  
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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. 

“Nielsen HF” means Nielsen Holding and Finance B.V. and any successor thereto. 

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

“Notes” means the Initial Notes and more particularly means any Notes authenticated and delivered under this Indenture. For
all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental 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. 

“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, or a member of the Board of Managers or an authorized signatory. 

“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, which meets the requirements set forth in this Indenture. 

“Opinion of Counsel” means a written opinion from legal counsel which is acceptable to the Trustee. The counsel may be an
employee of or counsel to the Issuer. 
 “Offering Memorandum” means the offering memorandum, dated January 25, 2017,
relating to the Issuer’s 5.000% Senior Notes due 2025. 
 “Parent” means Nielsen Holdings plc and any successor
thereto. 
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with
the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Permitted Holders” means (i) any Foreign Parent and (ii) any other direct or indirect parent entity of Nielsen HF
(other than a Person formed in connection with, or in contemplation of, a Change of Control transaction, merger, sale or other transfer of Equity Interests or assets of Nielsen HF that results in a modification of the beneficial ownership of Nielsen
HF), provided that the ultimate beneficial ownership of Nielsen HF has not been modified by the transaction by which such parent entity became the beneficial owner of 100% of the Capital Stock of Nielsen HF. 

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

(1) Liens securing Indebtedness under Credit Facilities in an aggregate principal amount not to exceed $635 million; 

  
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 (2) 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; 
 (3) 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; 

(4) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable 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; 

(5) Liens in favor of issuers of 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; 

(6) 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; 
 (7) Liens securing Indebtedness (including
Capitalized Lease Obligations) incurred by the Covenant Parties or any of the 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 up to an aggregate principal amount of $150 million outstanding at any one time; 

(8) Liens securing Indebtedness of Foreign Subsidiaries of a Covenant Party or any Restricted Subsidiary incurred not to exceed
at any one time outstanding and together with any other Indebtedness secured under this clause (8) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness secured pursuant to this clause (8) shall cease
to be deemed incurred or outstanding for purposes of this clause (8) but shall be deemed incurred under the Consolidated Secured Debt Ratio exception to the Liens covenant from and after the first date on which such Foreign Subsidiary could
have secured such Indebtedness); 
 (9) Liens existing on the Issue Date; 

(10) 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 a Covenant Party or any of the Restricted Subsidiaries; 
 (11) Liens on property at the time a Covenant Party or a
Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into a Covenant Party or any of the 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 a Covenant Party or any of the Restricted Subsidiaries; 

  
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 (12) Liens securing Indebtedness or other obligations of a Covenant Party or a
Restricted Subsidiary owing to a Covenant Party or another Restricted Subsidiary; 
 (13) 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; 

(14) 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; 

(15) 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 Covenant Parties or any of the Restricted Subsidiaries and do not secure any Indebtedness; 

(16) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the
Covenant Parties and the Restricted Subsidiaries in the ordinary course of business; 
 (17) Liens in favor of the Issuer or
any Restricted Guarantor; 
 (18) Liens on equipment of a Covenant Party or any of the Restricted Subsidiaries granted in the
ordinary course of business; 
 (19) Liens on accounts receivable and related assets incurred in connection with a
Receivables Facility; 
 (20) 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 secured by any Lien referred to in the foregoing clauses (6), (9), (10) and (11); 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 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), (9), (10) and (11) 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; 

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

(22) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed
$50.0 million at any one time outstanding; 
 (23) Liens securing judgments for the payment of money not constituting an
Event of Default under clause (5) under 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; 
 (24) 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; 

(25) 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 setoff) and which are within the general parameters customary in the banking industry; 

  
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 (26) Liens deemed to exist in connection with Investments in repurchase
agreements; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 

(27) 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 

(28) 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 Covenant Parties or any of the Restricted Subsidiaries to permit satisfaction
of overdraft or similar obligations incurred in the ordinary course of business of the Covenant Parties and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Covenant
Parties or any of the 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. 

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation,
dissolution, or winding up. 
 “Principal Property” means any asset having a fair market value in excess of
$100 million. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(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. 
 “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 Covenant Parties or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Covenant Parties or any of the 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 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 January 15 and July 15 (whether or not a Business Day) next preceding such Interest Payment Date. 

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

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

  
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 “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
Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties, 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. 
 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

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

“Restricted Guarantor” means a Guarantor that is a Covenant Party or a Restricted Subsidiary. 

“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 each Covenant Party
(including any Foreign Subsidiary) that is not the Issuer or 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. 

“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 a Covenant
Party or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by such Covenant Party or such Restricted Subsidiary to a third Person in contemplation of such leasing.

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

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Senior Credit Facilities” means, collectively, the Credit Facility under the Fourth Amended and Restated
Credit Agreement dated as of April 22, 2014 by and among Nielsen Finance LLC, TNC (US) Holdings Inc., Nielsen HF, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent
(the “Credit Agreement”),as amended by Amendment No. 2 dated as of October 4, 2016, and the Senior Secured Loan Agreement, dated June 8, 2009, by and among Nielsen Finance LLC, the guarantors party thereto from time
to time, Goldman Sachs Lending Partners LLC and the other lenders party thereto from time to time, including any guarantees, collateral documents, instruments and agreements executed in connection therewith,


  
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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. 
 “Senior Indebtedness” means: 

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities, the 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 Credit Agreement) 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 on a parity with or 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); 

provided, however, that Senior Indebtedness shall not include: 

(a) any obligation of such Person to the Covenant Parties or any of their respective 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 a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act. 

“Similar Business” means any business conducted or proposed to be conducted by the Covenant Parties and the Restricted
Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto. 

  
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 “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) 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. 
 “Total Assets” means, with respect to the Foreign Subsidiaries, the total assets of
the Foreign Subsidiaries on a consolidated basis, calculated pursuant to the most recent balance sheet of the Covenant Parties and the Restricted Subsidiaries. 

“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 (2) Business Days prior to the Redemption Date (or, if such
Statistical Release is no longer published (or, for the avoidance of doubt, information with respect to the relevant securities is no longer included therein), any publicly available source of similar market data)) most nearly equal to the period
from the Redemption Date to February 1, 2020; provided, however, that if the period from the Redemption Date to February 1, 2020 is less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used. 
 “Trust Indenture Act” means the Trust Indenture Act
of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 
 “Trustee” means DBTCA, as trustee, until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 

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

  
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 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of a Covenant Party 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 a Covenant Party (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, a Covenant Party or any Restricted Subsidiary of a Covenant
Party (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 a Covenant Party; and 
 (2) each of: 

(a) the Subsidiary to be so designated; and 

(b) its Subsidiaries 

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Covenant Party or any Restricted Subsidiary. 

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. Issuers” means each of Nielsen Finance LLC, a Delaware limited liability company, and Nielsen Finance Co., a Delaware
corporation. 
 “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). 
 “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. 
 “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. 

  
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 Section 1.02 Other Definitions. 

 

			
	 Term
	  	 Defined in

Section

		
	“Authentication Order”	  	2.02
	“Base Currency”	  	12.17
	“Change of Control Offer”	  	4.14
	“Change of Control Payment”	  	4.14
	“Change of Control Payment Date”	  	4.14
	“Covenant Defeasance”	  	8.03
	“DTC”	  	2.03
	“Event of Default”	  	6.01
	“Judgment Currency”	  	12.17
	“Legal Defeasance”	  	8.02
	“Note Register”	  	2.03
	“Paying Agent”	  	2.03
	“Prohibition”	  	10.07
	“Redemption Date”	  	3.07
	“Registrar”	  	2.03
	“Successor Company”	  	5.01
	“Successor Person”	  	5.01

 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. 
 The following Trust Indenture Act terms used in this Indenture have the following meanings: 

“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) words in the singular include the plural, and in the plural include the singular; 

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

(f) provisions apply to successive events and transactions; 

(g) 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; 

  
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 (h) unless the context otherwise requires, any reference to an
“Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and 

(i) 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. 
 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 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. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote,
prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. 

(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 DTC, that is a Holder of a Global Note, 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 DTC as the Holder of a Global Note may provide
its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. 

(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 

  
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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 2 

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 denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000. 
 (b) Global Notes. Notes issued in global form shall be substantially in the form
of Exhibit A attached 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 as set forth in the
form of Exhibit A attached 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 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. 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) [Reserved]. 

(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 a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3. 

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. Any Additional Notes shall be issued with the benefit
of an indenture supplemental to this Indenture. 
 (e) Euroclear and Clearstream Procedures Applicable. The provisions of the
“Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clear-stream shall
be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. 

  
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 Section 2.02 Execution and Authentication. 

At least one Officer of the Issuer shall execute the Notes on behalf of the Issuer by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note 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 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”), authenticate and deliver
the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such
Additional Notes issued hereunder. 
 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. 
 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 in the Borough of Manhattan, the City of New York, the State of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a
register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term
“Registrar” includes any co-registrar. The Issuer shall maintain a registrar in the Borough of Manhattan, City of New York, the State of New York. The term “Paying Agent” includes
the Paying Agent and any additional paying agents. The Issuer initially appoints DBTCA as (i) Registrar and Paying Agent in connection with the Notes and (ii) the Custodian with respect to the Global Notes. The Issuer may change the 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 act as such. The Covenant Parties or any of their respective Subsidiaries may act as Paying Agent or Registrar. All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the
Issuer, the Trustee and the Agent, as applicable. 
 The Issuer initially appoints The Depository Trust Company (“DTC”) to
act as Depositary with respect to the Global Notes. 
 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 in writing 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 a Covenant Party or one of their respective Subsidiaries) shall have no further liability for the money. If a Covenant Party or one of their respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to a Covenant Party, DBTCA shall serve as Paying Agent. 

  
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 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. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two (2) 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. 
 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. A beneficial interest in a Global Note shall be exchangeable for a Definitive Note if (x) the
Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note, (y) the Depositary has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary
is not appointed by the Issuer within 120 days, or (z) there shall have occurred and be continuing an Event of Default with respect to such Global Note. Upon the occurrence of any of the preceding events in (x) or (y) above, Definitive
Notes delivered in exchange for any Global Note 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 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 (x) or (y) 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); provided, however, beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.06(b) or (c) hereof. 
 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall
be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes pursuant
to this clause (b). 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, however, that
prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser). Beneficial
interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this Section 2.06(b)(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 such 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 such Depositary to cause to be issued a Definitive Note 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 

  
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such Definitive Note shall be registered to effect the transfer or exchange referred to in (1). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in
Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 

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

(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 and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof 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 substantially 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 is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act. 
 If any such transfer is effected pursuant to this Section 2.06(b)(iv) at a time when an Unrestricted
Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.06(b)(iv). 
 Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes. Beneficial interests in Global Notes shall be exchanged only for
Definitive Notes pursuant to this clause (c). 
 (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 

  
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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
(i) or (ii) of Section 2.06(b) 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 to a Covenant Party or any of their Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; or 
 (E) 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)(b) thereof, 

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

(ii) [Reserved]. 
 (iii)
Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(b) hereof and 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 substantially 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 substantially 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 is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act. 

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

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive Note proposes to
exchange such Note for a beneficial interest in a Restricted 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 Restricted 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 Restricted
Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the
certifications in item (2) thereof; 
 (D) [Reserved]; 

(E) if such Restricted Definitive Note is being transferred to a Covenant Party or any of the Restricted Subsidiaries, a
certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; or 

(F) if such Restricted Definitive Note 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)(b) thereof, the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased 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 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 Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

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

  
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 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 is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of
a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii) 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. 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.
Definitive Notes shall be exchanged only for Definitive Notes pursuant to this clause (e). Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e): 
 (i)
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. 
 (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may
be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following: 

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

  
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 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 is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder
of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) [Reserved]. 

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

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “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 OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR
ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT (IF AVAILABLE), (D) IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS) OTHER THAN RULE 144, OR (E) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER 

  
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THE SECURITIES ACT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TRANSFERS PURSUANT TO RULE 144 WILL NOT BE PERMITTED EVEN IF SUCH EXEMPTION IS OTHERWISE AVAILABLE.” 

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

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) 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 CERTIFICATE 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 CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

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

  
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 (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, 4.14 and 9.05 hereof). 

(iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part. 
 (iv) All Global Notes and Definitive Notes 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. 
 (v) 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 and the next succeeding Interest Payment Date. 
 (vi) Prior to due presentment for the registration of a transfer of any Note,
the Trustee, any Agent and the 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. 
 (vii) 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. 
 (viii)
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. 
 (ix) 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. 
 None of the Trustee or
Agents shall have any responsibility or obligation to any beneficial owner of an interest in a Global Note, any agent member or other member of, or a participant in, DTC or other person with respect to the accuracy of the records of DTC or any
nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member or other participant, member, beneficial owner or other person (other than DTC) of any notice or the
payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be
given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its applicable
rules and procedures. The Trustee and Agents may rely and shall be fully protected in relying upon information furnished by DTC with respect to its agent members and other members, participants and any beneficial owners. 

Neither the Trustee nor the Agents shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or Indirect Participants in any 

  
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Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

Section 2.07 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. 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 may charge
for its expenses in replacing a Note. 
 Every replacement Note 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 or an Affiliate of the Issuer holds the Note. 
 If a
Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. 

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

Section 2.09 Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Issuer, or by any Affiliate of the Issuer, 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 or any obligor upon the Notes or any Affiliate of the Issuer 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 certificated Notes but may have variations that the Issuer consider 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. 

  
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 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 dispose of such cancelled Notes (subject to the record retention requirement of the Exchange Act) in accordance with its customary procedures. Certification of the disposition of all cancelled
Notes shall be delivered to the Issuer upon its written request. 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 a series of Notes, it shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest to the Persons who are Holders of Notes of such series on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall
notify the Trustee (and the applicable Paying Agent) in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the 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 Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record
date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the 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 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. 
 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 Numbers. 

The Issuer in issuing the Notes may use CUSIP numbers and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a
convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of 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 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 outstanding 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. 

  
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 Section 2.15 Additional Amounts. 

Unless required by law, the Issuer and each Guarantor shall pay all amounts of principal of, and any premium and interest on, any Notes,
without deduction or withholding for any taxes, assessments or other governmental charges imposed by any jurisdiction where the Issuer or such Guarantor is organized or tax resident, as the case may be, or a jurisdiction in which a successor to the
Issuer or such Guarantor is organized or tax resident (each, a “Taxing Jurisdiction”). If deduction or withholding of any of these charges is required by a Taxing Jurisdiction, the Issuer or the applicable Guarantor, as the case may
be, will pay any additional amounts (the “Additional Amounts”) necessary to make the net amount paid to the affected Holders equal the amount the Holders would have received in the absence of the deduction or withholding. However,
these Additional Amounts shall not be paid on account of: 
 (1) the amount of any tax, assessment or other governmental
charge imposed by any government of any jurisdiction other than a Taxing Jurisdiction; 
 (2) the amount of any tax,
assessment or other governmental charge that is only payable because either (A) a type of connection exists between the Holder or beneficial owner of the Notes and a Taxing Jurisdiction other than a connection related to purchase or ownership
of Notes, or (B) the Holder presented the Notes for payment more than 30 days after the date on which the relevant payment became due or was provided for, whichever is later; 

(3) any estate, inheritance, gift, sale, transfer, excise, value added, personal property or similar tax, duty, assessment or
other governmental charge; 
 (4) the amount of any tax, assessment or other governmental charge that is not required to be
deducted or withheld from payment on the Notes; 
 (5) the amount of any tax, assessment or other governmental charge that is
imposed or withheld due to the Holder or beneficial owner of the Notes failing to accurately comply with a request from the Issuer or the applicable Guarantor, as the case may be, either to provide information concerning the Holder’s or
beneficial owner’s nationality, residence or identity or to satisfy any information or reporting requirement, or to present the relevant Note (if certificated) if such action is required by the Taxing Jurisdiction as a precondition to exemption
from, or reduction in, the applicable governmental charge; 
 (6) any tax imposed pursuant to Sections 1471 through 1474 of
the U.S. Internal Revenue Code of 1986, as amended (or any regulations or agreements thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation
thereof or any law implementing such an intergovernmental agreement; 
 (7) if the Issuer or the applicable Guarantor, as the
case may be, is incorporated in a member state of the European Union, any taxes, duties, assessments or other governmental charges which would have been avoided by such Holder by presenting the relevant Note (if presentation is required) to, or
requesting that such payment be made by, another paying agent located in a member state of the European Union; or 
 (8) any
combination of clauses (1), (2), (3), (4), (5), (6) and (7) above. 
 Additionally, no Additional Amounts shall be paid with respect to
any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of such Notes to the extent that the beneficiary or settlor with respect to such fiduciary, the member of such partnership or the beneficial owner
of such Notes would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held such Notes directly. It is understood that the Trustee shall have no responsibility whatsoever to determine if a payment
of Additional Amounts is due or to calculate any such amounts. 

  
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 Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Notes of any series such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made. 
 ARTICLE 3 

REDEMPTION 
 Section 3.01
Notices to Trustee. 
 If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at
least five (5) Business Days before notice of redemption is required to be mailed or caused to be mailed to the applicable Holders pursuant to Section 3.03 (unless a shorter notice shall be agreed to by DBTCA) hereof but not more than 60
days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date,
(iii) the principal amount of the Notes to may be redeemed and (iv) the redemption price. 
 Section 3.02 Selection of
Notes to Be Redeemed or Purchased. 
 If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time,
DBTCA shall select the Notes to be redeemed or purchased (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 or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method acceptable to DBTCA and in accordance with DTC procedures. In the event of partial redemption or
purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by DBTCA from the outstanding Notes not previously called for
redemption or purchase. 
 DBTCA shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the
case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000; no Notes of $2,000 or less can
be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 shall be redeemed or purchased. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

Section 3.03 Notice of Redemption. 

The Issuer shall mail or cause to be mailed by first-class mail, postage prepaid, 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, 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 8 or Article 11 hereof. Any redemption or notice of any redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other
corporate transaction or event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof. 

  
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 The notice shall identify the Notes (and the CUSIP number(s), if any) to be redeemed and shall
state: 
 (a) the redemption date; 

(b) the redemption price; 

(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) that no representation is made as to the
correctness or accuracy of the CUSIP listed in such notice or printed on the Notes; and 
 (i) any condition to such
redemption. 
 At the Issuer’s request, DBTCA 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 five (5) Business 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 DBTCA), an Officer’s Certificate requesting that DBTCA give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

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 Section 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 or Purchase Price. 

(a) With respect to any Notes, prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the
Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The Paying Agent shall promptly return to the Issuer any money deposited with 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 or purchased. 

(b) If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease
to accrue on the Notes or the portions of Notes, called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment 

  
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Date, then any accrued and unpaid interest to the redemption or purchase 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 or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the
redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase 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 or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased 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 or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in
a principal amount of $2,000 or an integral multiple of $1,000. 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 is required
for the Trustee to authenticate such new Note. 
 Section 3.07 Optional Redemption. 

(a) At any time prior to February 1, 2020, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60
days’ prior notice mailed by first-class mail to the registered address of each Holder 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 Date”) and, without duplication, accrued and unpaid interest thereon, if any, 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 February 1, 2020, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than
60 days’ notice, at the following redemption prices (expressed as a percentage of the principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, 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 February 1 of each of the years indicated below: 

 

					
	 Year
	  	Percentage	 
	 2020
	  	 	103.750	% 
	 2021
	  	 	102.500	% 
	 2022
	  	 	101.250	% 
	 2023 and thereafter
	  	 	100.000	% 

 (c) Until February 1, 2020, the Issuer may, at its option, redeem up to 35% of the aggregate principal
amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity
Offerings and/or (b) one or more sales of a business unit of Nielsen Holding and Finance B.V., in each case to the extent such net cash proceeds are received by or contributed to Nielsen Holding and Finance B.V. or a Restricted Subsidiary of
Nielsen Holding and Finance B.V.; provided that at least 65% 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 90 days of the date of closing of each such Equity Offering or sale. 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) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the
Issuer’s option prior to maturity. 
 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof. 

  
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 Section 3.08 Mandatory Redemption. 

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

Section 3.09 Redemption for Taxation Reasons. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any
time upon giving not less than 30 nor more than 60 days’ prior notice to the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest,
if any, to (but not including) the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or
otherwise (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if the Issuer or any Guarantor, on the next date on which any
amount would be payable in respect of the Notes, would be required to pay Additional Amounts as a result of: 
 (a) any change in or
amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction affecting taxation which change or amendment has not been publicly announced as formally proposed before and which becomes
effective on or after the date hereof (or, if the relevant Taxing Jurisdiction has changed since the date hereof, the date on which the then current Taxing Jurisdiction became the applicable Taxing Jurisdiction hereunder); or 

(b) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application,
administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment has not been publicly
announced as formally proposed before and becomes effective on or after the date hereof (or, if the relevant Taxing Jurisdiction has changed since the date hereof, the date on which the then current Taxing Jurisdiction became the applicable Taxing
Jurisdiction hereunder), and, in each case, the Issuer or such Guarantor, as the case may be, cannot avoid any obligation to pay Additional Amounts by taking reasonable measures available to it. 

The Issuer shall not give any such notice of redemption earlier than 90 days prior to the earliest date on which the Issuer or the Guarantors
would be obligated to make such payment or withholding if a payment in respect of the Notes or the Guarantees were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing
provisions, the Issuer shall deliver the Trustee (i) an Opinion of Counsel of recognized standing to the effect that there has been such change or amendment which would require the payment of such Additional Amounts with respect to the Notes
and (ii) an Officer’s Certificate to the effect that the Issuer or the Guarantors, as the case may be, cannot avoid the obligation to pay Additional Amounts with respect to the Notes by taking reasonable measures available to it. 

The Trustee shall accept, and be entitled to rely on, such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the
satisfaction of the conditions precedent described above, in which event the satisfaction of such conditions precedent will be conclusive and binding on all Holders. 

ARTICLE 4 
 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 or a Subsidiary, holds as of 10:00 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 office or agency 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 an office or agency required under Section 2.03. 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) Notwithstanding that the Covenant Parties may not be subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act or
otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Nielsen HF shall file with the SEC (and make available to the Trustee and Holders
of the Notes (without exhibits), without cost to any Holder, within 15 days after Nielsen HF files them with the SEC) from and after the Issue Date, 

(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a
Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the
information required to be contained therein, or required in such successor or comparable form; 
 (2) within the time period
then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three
fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or
comparable form; 
 (3) promptly from time to time after the occurrence of an event required to be therein reported, such
other reports on Form 8-K, or any successor or comparable form; and 
 (4) any
other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that Nielsen HF
shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Nielsen HF shall make available such information to prospective purchasers of Notes, in addition to providing such information to the
Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the 


  
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Exchange Act; provided, further, that, with respect to the quarter with respect to which the Issuer notifies the Trustee in writing that a Foreign Parent intends to switch the
currency in which its financial statements are reported, Nielsen HF shall not be required to make available such information to prospective purchasers of Notes or provide such information to the Trustee and the Holders of the Notes until 90 days
after the end of such quarter. In addition, to the extent not satisfied by the foregoing, the Covenant Parties have agreed that, for so long as any Notes are outstanding, they shall furnish to Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 Notwithstanding the
foregoing, the Covenant Parties shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. 

(b) If Parent or any other direct or indirect parent company of Nielsen HF is a Guarantor of the Notes, the Covenant Parties may satisfy their
obligations under this Section 4.03 with respect to financial information relating to the Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information
that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand. 

(c) 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 or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates). 
 It is understood that the Trustee shall have no responsibility to determine if the Issuer has filed any
information with the SEC. 
 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, treasurer or principal accounting officer stating that a review of the activities of the Issuer and the 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 has kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best
of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are 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 propose to take with respect thereto). 

(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 Restricted Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than ten (10) Business Days) deliver to the Trustee by
registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto. 

Section 4.05 Taxes. 

The Issuer shall pay, and shall cause each of the 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. 

  
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 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 [Reserved]. 

Section 4.08 [Reserved]. 

Section 4.09 [Reserved]. 

Section 4.10 [Reserved]. 

Section 4.11 [Reserved]. 

Section 4.12 Liens. 

The Covenant Parties shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to
exist any Lien (except Permitted Liens) on any Principal Property that secures obligations under any Indebtedness or any related Guarantee of the Issuer or any Restricted Guarantor, unless: 

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens; or 
 (2) 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 (including any Additional
Notes) and the related Guarantees and (B) Liens incurred to secure Obligations in respect of any Indebtedness; provided that, with respect to Liens securing Obligations permitted under this subclause (B), at the time of incurrence and
after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.25 to 1.0. 
 Section 4.13
Corporate Existence. 
 Subject to Article 5 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 the 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 the 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 the Restricted Subsidiaries, if the Issuer in good faith shall determines that the preservation thereof is no longer desirable in the conduct of the
business of the Issuer and the 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 mailed a redemption notice with respect
to all the outstanding Notes as described under 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 

  
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Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder
appearing in the security register, 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; 

(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 mailed (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 30th day following the date of the Change of Control notice, a 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 if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and
such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and

 (8) 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 shall 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. 
 (b) On the Change of Control Payment Date, the Issuer will,
to the extent permit-ted by law, 
 (1) accept for payment all Notes issued by them
or portions thereof properly tendered pursuant to the Change of Control Offer, 

  
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 (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 Section 4.14 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. 

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. 

The Covenant Parties will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of a Covenant Party (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 of a
Domestic Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless: 
 (1) such
Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a
guarantee of Indebtedness of the Issuer or any Guarantor: 
 (a) if the Notes or such Guarantor’s Guarantee are
subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the
Notes are subordinated to such Indebtedness; and 
 (b) 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 
 (2) such Restricted Subsidiary shall
within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee; 
 provided that this Section 4.15 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. 

Section 4.16 Limitation on Sale and Lease-Back Transactions. 

The Covenant Parties will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect
to any Principal Property with another person (other than with the Covenant Parties or Restricted Subsidiaries) unless either: 

(1) such Covenant Party or such Restricted Subsidiary could incur Indebtedness secured by a Lien on the property to be leased
without equally and ratably securing the Notes; or 
 (2) within 120 days, such Covenant Party applies the greater of the net
proceeds of the sale of the leased property or the fair value of the leased property, net of all Notes delivered under the Indenture, to the voluntary retirement of Funded Debt and/or the acquisition or construction of any Principal Property. 

  
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 ARTICLE 5 

SUCCESSORS 
 Section 5.01
Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) Neither the Issuer nor Nielsen HF may consolidate or merge
with or into or wind up into (whether or not such Person is the surviving corporation), and Nielsen HF may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Covenant Parties
and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless: 
 (1) the
Issuer or Nielsen HF, as applicable, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer or Nielsen HF, as applicable) or the Person to whom such sale, assignment, transfer,
lease, conveyance or other disposition will have been made is 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”); 
 (2) the Successor Company, if other than the Issuer or Nielsen HF, as applicable,
expressly assumes all the obligations of the Issuer under the Notes or Nielsen HF under its Guarantee, as applicable, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 

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

(4) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(d)(B) 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 

(5) 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. 
 (b) The Successor Company
shall succeed to, and be substituted for the Issuer or Nielsen HF, as applicable, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clause (3) of Section 5.01(a) hereof, 

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

(c) In addition, notwithstanding the foregoing, the Issuer shall be permitted at its election to convert its form from a Luxembourg private
limited liability (société à responsabilité limitée) to a Luxembourg public limited liability company (société anonyme) and, in connection therewith, each holder of Notes shall hereby
(i) consent and approve such conversion of corporate form, (ii) to the extent required, provide a power of attorney to each Officer of the Issuer to approve such conversion on behalf of such holder and (iii) authorize the Trustee to
take any additional required action on behalf of the Holders of Notes in connection with the foregoing. 

  
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 (d) Subject to certain limitations described in this Indenture governing release of a Guarantee
upon the sale, disposition or transfer of a guarantor, no Restricted Guarantor shall, and the Covenant Parties 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: 

(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 a corporation 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) 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. 
 (e) In the case of Section
5.01(d), the Successor Person shall succeed to, and be substituted for, such Restricted Guarantor under this Indenture and such Restricted Guarantor’s Guarantee. 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 Nielsen HF in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer or Nielsen HF 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 Nielsen HF shall refer instead to the successor corporation and not to the Issuer or Nielsen HF, as the case may be), and may exercise every right and power of the Issuer or Nielsen HF, as the case may be, under
this Indenture with the same effect as if such successor Person had been named as the Issuer or Nielsen HF, as the case may be, herein; provided that the predecessor Issuer or Nielsen HF shall not be relieved from the obligation 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 or Nielsen HF’s assets that meets the requirements of Section 5.01 hereof. 

ARTICLE 6 
 DEFAULTS AND REMEDIES

 Section 6.01 Events of Default. 

(a) 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; 

  
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 (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 30% 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 any Covenant Party or any of the Restricted Subsidiaries or the payment of which is guaranteed by any Covenant Party or any of the Restricted Subsidiaries, other than Indebtedness owed to a Covenant
Party or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 

(i) 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 
 (ii) 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 a Covenant Party or any Significant Party to pay
final judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 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; 

(6) the Issuer or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Party, pursuant to or within the meaning of any Bankruptcy Law: 
 (i)
commences proceedings to be adjudicated bankrupt or insolvent; 
 (ii) 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; 

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

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

  
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 (7) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 
 (i) is for relief against the Issuer or any of the Restricted Subsidiaries that is a Significant
Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, in a proceeding in which the Issuer or any such Restricted Subsidiaries, that is a Significant Party or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Party, is to be adjudicated bankrupt or insolvent; 
 (ii) appoints a
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Party, or for all or substantially all of the property of the Issuer or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party; or

 (iii) orders the liquidation of the Issuer or any of the Restricted Subsidiaries that is a Significant Party or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant Party; 
 and the order or decree remains unstayed and in
effect for 60 consecutive days; or 
 (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. 
 (b) In the event of
any Event of Default specified in clause (4) of Section 6.01(a) 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 6.02 Acceleration. 

(a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is
continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total 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; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be
effective until the earlier of: 
 (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or 

(2) five (5) Business Days after the giving of written notice of such acceleration to the Issuer and the administrative
agent under the Senior Credit Facilities. 
 Upon the effectiveness of such declaration, such principal and interest shall be due and
payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the interest of the Holders of the Notes. 

  
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 (b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause
(6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice. 

(c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of
all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, or premium, if any, that has become due
solely because of the acceleration) have been cured or waived. 
 Section 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

Section 6.04 Waiver of Past Defaults. 

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the
Holders of all of the Notes waive 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 (including in connection with a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then
outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.05 Control by Majority. 

Holders of a majority in 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: 
 (1) such Holder has previously given the Trustee written notice that an Event of Default is
continuing; 
 (2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to
pursue the remedy; 
 (3) Holders of the Notes have offered the Trustee security or indemnity reasonably satisfactory to it
against any loss, liability or expense; 

  
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 (4) the Trustee has not complied with such request within 60 days after the
receipt thereof and the offer of security or indemnity; and 
 (5) Holders of a majority in principal amount at maturity 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 (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). 

Section 6.07 Rights of Holders of Notes to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and
interest on the Note, on or after the respective due dates expressed in the Note (including in connection with 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(a)(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 shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter 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 (if the Agent shall receive any such funds, it shall remit them promptly to the Trustee) collects any money
pursuant to this Article 6, it shall pay out the money in the following order: 
 (i) to the Trustee, the Agents, 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 any Agent and the costs and expenses of collection; 

(ii) 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 

(iii) 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 and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 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 7 

TRUSTEE 
 Section 7.01
Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of 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 requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall 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 6.05 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 reasonably
satisfactory to it against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee. 

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

  
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 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificates 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) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or
damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

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

(j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. 

Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the 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 or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 Section 7.04 Trustee’s Disclaimer. 

The Trustee shall not be responsible for 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. 

  
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 Section 7.05 Notice of Defaults. 

If a Default occurs and is continuing and if it is actually known to a Responsible Officer of 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 Responsible Officer 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 at the Corporate Trust Office of the Trustee. 

Section 7.06 Reports by Trustee to Holders of the Notes. 

Within 60 days after each May 15, beginning with the May 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). 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. 
 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 for, and hold the
Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties
hereunder (including the costs 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 connection 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. 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 reimburse any expense
or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. 

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, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(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. 

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

  
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 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; 

(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. 

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 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). For purposes of this Indenture, the Trustee will be deemed to be subject to Trust Indenture Act Section 310(b). 

  
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 Section 7.11 Preferential Collection of Claims Against Issuer. 

The Trustee shall be deemed to be subject to Trust Indenture Act Section 311(a) on the same basis as if this Indenture were required to be
qualified under the Trust Indenture Act, excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be deemed to be subject to Trust Indenture Act Section 311(a) to the
extent indicated therein. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The 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 8. 
 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 their 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, interest and Additional Amounts, if any, 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; 

(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. 

Subject to compliance with this Article 8, 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, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof and clause
(4) of Section 5.01(a), Sections 5.01(d) and 5.01(e) 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 

  
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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),
6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Parties), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Parties) and 6.01(8) hereof shall not constitute Events of Default.

 Section 8.04 Conditions to Legal or Covenant Defeasance. 

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

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 

(1) the Issuer must irrevocably deposit with DBTCA, in trust, for the benefit of the Holders of the Notes, cash in U.S.
dollars, Government Securities, or a combination thereof, rated AAA or better by S&P and Aaa or better by Moody’s, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to
pay the principal amount of, premium, if any, interest and Additional Amounts, if any, due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, interest or Additional
Amounts, if any, on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; 

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee confirming that, subject to customary assumptions and exclusions, 
 (a) the Issuer has received from, or
there has been published by, the United States Internal Revenue Service a ruling, or 
 (b) 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 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; 

(3) 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 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 Covenant Defeasance had not occurred; 

(4) 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 the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 

  
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 (5) 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 or the Existing Senior Notes Indentures or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any
Restricted Guarantor is a party or by which the Issuer or any Restricted 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); 

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and
subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; 

(7) 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 Restricted Guarantor or others; and 

(8) 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 DBTCA (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 DBTCA 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 DBTCA may determine, to the Holders of such Notes of all sums due and to become
due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 

The Issuer shall pay and indemnify the Trustee, and DBTCA 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 8 to the contrary notwithstanding, DBTCA 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 DBTCA
(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. 

Any money deposited with DBTCA 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. 

  
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 Section 8.07 Reinstatement. 

If DBTCA or the Paying Agent is unable to apply any U.S. 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, DBTCA or the Paying Agent. 
 ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend
or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: 
 (1) to cure any ambiguity,
omission, mistake, defect or inconsistency; 
 (2) to provide for uncertificated Notes of such series in addition to or in
place of certificated Notes; 
 (3) to comply with Section 5.01 hereof; 

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

(5) 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 of any such Holder; 
 (6) to add covenants for the benefit of the Holders or to
surrender any right or power conferred upon the Issuer or any Guarantor; 
 (7) [reserved]; 

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant
to the requirements thereof; 
 (9) [reserved]; 

(10) to add a Guarantor under this Indenture; 

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

(12) 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. 

  
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 Upon the request of the Issuer accompanied by resolutions 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 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 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, no Opinion of Counsel shall 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, and delivery of an Officer’s Certificate. 

Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and 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, without limitation, consents obtained in connection with a
tender 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 for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 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 resolutions 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. 
 The provisions of articles 84 to 94-8 of the Luxembourg Act dated August 10, 1915 on commercial companies, as amended shall not apply in respect of the Notes and of this Indenture. 

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

  
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 (2) 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 Notes (other than provisions relating to Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or
changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes); 

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

(4) 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; 
 (5) make any Note payable in
money other than that stated therein; 
 (6) 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; 
 (7)
make any change in these amendment and waiver provisions; 
 (8) 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; 

(9) make any change to the ranking of the Notes that would adversely affect the Holders; 

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to
the Holders of the Notes; or 
 (11) change any obligation to pay Additional Amounts pursuant to Section 2.15. 

Section 9.03 [Reserved]. 

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. 

  
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 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. 

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 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until its board of directors 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. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding
a new Guarantor under this Indenture if such supplement is in substantially the form of 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. 

Section 9.08 Additional Voting Terms; Calculation of Principal Amount. 

Except as provided in the proviso to the first sentence of Section 9.02, all Notes issued under this Indenture shall vote and consent
together on all matters (as to which any of such Notes may vote) as one class and no series of Notes will have the right to vote or consent as a separate series on any matter. Determinations as to whether Holders of the requisite aggregate principal
amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article 9 and Section 2.14. 

ARTICLE 10 
 GUARANTEES 

Section 10.01 Guarantee. 

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

  
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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 the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the 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 6 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 6 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. 

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. 
 The Guarantee issued by any Guarantor shall be a general unsecured
senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. 

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. 

  
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 Section 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the 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 from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its 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 shall be executed on behalf
of such Guarantor by its president, one of its vice presidents, one of its managers, one of its directors together with its company secretary, one of its members, one of its general partners, one of its executives, one of its authorized signatories,
one of its proxyholders, or its corporate treasurer or controller corporate staff. 
 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 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 10, 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. 

  
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 Section 10.06 Release of Guarantees. 

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the
Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: 
 (1) (A) any sale, exchange or
transfer (by merger or otherwise) of the Capital Stock of such Guarantor (other than Nielsen HF) (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the
assets of such Guarantor (other than Nielsen HF) which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; 

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

(C) the proper designation of any Restricted Subsidiary that is a Guarantor (other than Nielsen HF) as an Unrestricted
Subsidiary; 
 (D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article
8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; or 

(E) in the case of a Foreign Parent, the merger of such entity into, or transfer of all or substantially all of the assets of
such entity to, another Foreign Parent; and 
 (2) such Guarantor delivering to the Trustee an Officer’s Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 

Section 10.07 Certain Dutch and Irish Matters. 

Notwithstanding anything herein to the contrary, any obligation, guarantee or undertaking granted or assumed by a Person incorporated under
the laws of The Netherlands or by a Person incorporated under the laws of Ireland pursuant to this Indenture shall be deemed not to be undertaken or incurred by such Person to the extent that the same would constitute unlawful financial assistance
within the meaning of Section 2.98(c) of the Dutch Civil Code or Section 82 of the Irish Companies Act 2014 (as amended) or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and
the provisions of this Indenture and the other documents to be entered into in connection with Notes and the Guarantee shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Persons incorporated
under the laws of the Netherlands or the laws of Ireland will continue to guarantee and secure all such obligations which, if included, do not constitute a violation of the Prohibition. 

ARTICLE 11 
 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: 

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

  
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 (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have
become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption and redeemed 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 DBTCA 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
theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued interest and Additional Amounts, if any, to the date of maturity or redemption; 

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit 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 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 (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith); 

(C) the Issuer has paid or caused to be paid all sums payable by them 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. 
 In addition, the Issuer must 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 (2) 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. 

  
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 ARTICLE 12 

MISCELLANEOUS 

Section 12.01 [Reserved]. 

Section 12.02 Notices. 

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

If to the Issuer and/or any Guarantor: 

The Nielsen Company (Luxembourg) S.à r.l. 

c/o The Nielsen Company 
 85
Broad Street 
 New York, NY 10004 

Fax No.: (646) 654-5000 

Attention: Chief Legal Officer 

and to 
 The Nielsen Company
(Luxembourg) S.à r.l. 
 6, Rue Eugène Ruppert 

L-2453 Luxembourg 

Grand Duchy of Luxembourg 
 Fax:
(203) 663-8561 
 Attention: Board of Managers 

If to the Trustee/DBTCA: 

Deutsche Bank Trust Company Americas 

60 Wall Street, 16th Floor 

MS: NYC60 1630 
 New York, NY
10005 
 Fax.: (732) 578-4635 

Attention: Corporates Team – The Nielsen Company (Luxembourg) S.à r.l. 

with a copy to: 
 Deutsche Bank
National Trust Company 
 Trust and Securities Services 

100 Plaza One 
 6th Floor - MS
JCY03-0699 
 Jersey City, NJ 07311-3901 

Fax: 732-578-4635 

Attention: Corporates Team – The Nielsen Company (Luxembourg) S.à r.l. 

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

  
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 All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five (5) calendar days after 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 register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other
Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not
the addressee receives it. 
 If the 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 as if this Indenture were subject to such Trust Indenture Act Section 312(b) (except for the provisions of such Section 312(b) pertaining to filings with, and hearings before, the SEC). The Issuer, the Trustee, the Registrar and anyone
else shall be deemed to 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 (provided, however, the below Opinion of Counsel shall not be required in connection with the authentication of the Notes on the Issue Date), the Issuer or such Guarantor, as the case may be, shall furnish to the
Trustee: 
 (a) An Officer’s Certificate 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. 

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) 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 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. 

  
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 Section 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders. 
 No director, officer, employee, incorporator or stockholder of the 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. THE
PROVISIONS OF ARTICLES 84 TO 94-8 OF THE LUXEMBOURG ACT DATED AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED SHALL NOT APPLY IN RESPECT OF THE NOTES AND OF THIS INDENTURE. 

Section 12.09 Waiver of Jury Trial. 

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. 

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 any of the Restricted 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 Section 10.05 hereof. All references to DBTCA in this Indenture shall include its
successors and assigns. 

  
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 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. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

Section 12.15 Table of Contents, Headings, etc. 

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

Section 12.16 [Reserved]. 

Section 12.17 Currency of Account; Conversion of Currency; Foreign Exchange Restrictions. 

(a) U.S. dollars are the sole currency of account and payment for all sums payable by the Issuer and the Guarantors under or in connection
with the Notes, the Guarantees of the Notes or this Indenture, including damages related thereto. Any amount received or recovered in a currency other than U.S. dollars by a Holder of Notes (whether as a result of, or of the enforcement of, a
judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of any sum expressed to be due to it from the Issuer shall only constitute a discharge
to the Issuer to the extent of the U.S. dollar, as the case may be, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make
that purchase on that date, on the first date on which it is practicable to do so). If that U.S. dollar is less than the U.S. dollar expressed to be due to the recipient under the Notes, the Issuer shall indemnify it against any loss sustained by it
as a result as set forth in Section 12.17(b). In any event, the Issuer and the Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 12.17, it will be sufficient for the Holder
of a Note to certify in a satisfactory manner (indicating sources of information used) that it would have suffered a loss had an actual purchase of U.S. dollars been made with the amount so received in that other currency on the date of receipt or
recovery (or, if a purchase of U.S. dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). The
indemnities set forth in this Section 12.17 constitute separate and independent obligations from other obligations of the Issuer and the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any
indulgence granted by any Holder of the Notes and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes. 

(b) The Issuer and the Guarantors, jointly and severally, covenant and agree that the following provisions shall apply to conversion of
currency in the case of the Notes, the Guarantees and this Indenture: 
 (1) (A) If for the purpose of obtaining judgment in,
or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due in any other currency (the “Base Currency”), then the conversion shall
be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). 

(B) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is
given or an order of enforcement is made, as the case may be (or such 

  
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other date as a court shall determine), and the date of receipt of the amount due, the Issuer and the Guarantors will pay such additional (or, as the case may be, such lesser) amount, if any, as
may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. 

(2) In the event of the winding-up of the Issuer or any Guarantor at any time while any
amount or damages owing under the Notes, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuer and the Guarantors shall indemnify and hold the Holders and the Trustee harmless
against any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the U.S. Dollar Equivalent of the amount due or contingently due under the Notes, the Guarantees and this Indenture (other
than under this subsection (b)(2)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up.
For the purpose of this subsection (b)(2), the final date for the filing of proofs of claim in the winding-up of the Issuer or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance
with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuer or such Guarantor may be ascertained for such winding-up prior to payment by the
liquidator or otherwise in respect thereto. 
 (c) The obligations contained in subsections (a), (b)(1)(B) and (b)(2) of this
Section 12.17 shall constitute separate and independent obligations from the other obligations of the Issuer and the Guarantors under this Indenture, shall give rise to separate and independent causes of action against the Issuer and the
Guarantors, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of
claim in the winding-up of the Issuer or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under subsection (b)(2) above) or under any such judgment or order. Any such
deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Issuer or any Guarantor or the liquidator or otherwise or
any of them. In the case of subsection (b)(2) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. 

(d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00 a.m. (New York time) for spot
purchases of the Base Currency with the Judgment Currency other than the Base Currency referred to in subsections (b)(1) and (b)(2) above and includes any premiums and costs of exchange payable. 

Section 12.18 Agent for Service; Submission to Jurisdiction; Waiver of Immunity. 

(a) By the execution and delivery of this Indenture, the Issuer and the Guarantors that are not incorporated or otherwise organized under the
laws of any State (including the District of Columbia) of the United States (A) acknowledge that they will, by separate written instrument, designate and appoint TNC (US) Holdings, Inc. (and any successor entity) as their authorized agent upon
which process may be served in any suit or proceeding arising out of or relating to this Indenture that may be instituted in any Federal or state court in the State of New York, New York County or brought under Federal or state securities laws, and
acknowledge that TNC (US) Holdings, Inc. will accept such designation, (B) submit for themselves and their property to the non-exclusive jurisdiction of any such court in any such suit or proceeding,
(C) consent that any such proceeding may be brought in any such court and waives trial by jury and any objection that any of them may now or hereafter have to the venue of any such proceeding in any such court or that such proceeding was
brought in any inconvenient court and agrees not to plead or claim the same, (D) agree that service of process upon TNC (US) Holdings, Inc. and written notice of said service to such Persons in accordance with Section 12.02 shall be deemed
in every respect effective service of process upon such Guarantors in any such suit or proceeding and (E) agree that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction. 
 (b) To the extent that the Issuer or any Guarantor may be entitled, in any jurisdiction in which
judicial proceedings may at any time be commenced with respect to or arising out of this Indenture, to claim for itself or its revenues, assets or properties immunity (whether by reason of sovereignty or otherwise) from suit, from the jurisdiction
of any court (including but not limited to any court of the United States of America or the State of New York), from attachment prior to judgment, from set-off, from execution of a judgment or from any other
legal process, and 

  
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to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), such Person hereby irrevocably agrees not to claim and hereby irrevocably waives
such immunity to the extent permitted by law. 
 Section 12.19 U.S.A. Patriot Act. 

In order to comply with the laws, rules, regulations and executive orders in effect from time to time appli-cable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain,
verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon their request from time to time such
identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law.. 

[Signatures on following page] 

  
 -68- 








 
					
	THE NIELSEN COMPANY (LUXEMBOURG) S.À R.L.
		
	By:	 	 /s/ Emily Epstein

	Name:	 	Emily Epstein
	Title:	 	Proxyholder
	
	NIELSEN LUXEMBOURG S.À R.L.
		
	By:	 	 /s/ Emily Epstein

		 	Name:	 	Emily Epstein
		 	Title:	 	Proxyholder



  
 [Signature Page to The
Nielsen Company (Luxembourg) S.à r.l. Indenture] 









					
	 A. C. NIELSEN (ARGENTINA) S.A.

	 A. C. NIELSEN COMPANY, LLC

	 ACN HOLDINGS INC.

	 ACNIELSEN CORPORATION

	 ACNIELSEN ERATINGS.COM

	 AFFINOVA, INC.

	 ART HOLDING, L.L.C.

	 ATHENIAN LEASING CORPORATION

CZT/ACN TRADEMARKS, L.L.C.

	 EXELATE, INC.

NETRATINGS, LLC

	 NIELSEN AUDIO, INC.

	 NIELSEN CONSUMER INSIGHTS, INC.

	 NIELSEN FINANCE CO.

	 NIELSEN FINANCE LLC

	 NIELSEN INTERNATIONAL HOLDINGS, INC.

NIELSEN MOBILE, LLC

	 NIELSEN UK FINANCE I, LLC

	 NMR INVESTING I, INC.

	 THE CAMBRIDGE GROUP, INC.

	 NIELSEN CONSUMER NEUROSCIENCE, INC.

THE NIELSEN COMPANY (US), LLC

TNC (US) HOLDINGS, INC.

	 VIZU CORPORATION

	 VNU MARKETING INFORMATION, INC.

		
	 By:
	 	 /s/ Emily Epstein

		 	 Name:
	 	 Emily Epstein

		 	 Title:
	 	 Proxyholder




  
 [Signature Page to The
Nielsen Company (Luxembourg) S.à r.l. Indenture] 









					
	NMR LICENSING ASSOCIATES, L.P.
	A LIMITED PARTNERSHIP
		
	BY:	 	NMR INVESTING I, INC., ITS GENERAL PARTNER
		
	By:	 	 /s/ Emily Epstein

		 	Name:	 	Emily Epstein
		 	Title:	 	Proxyholder



  
 [Signature Page to The
Nielsen Company (Luxembourg) S.à r.l. Indenture] 









					
	NIELSEN HOLDING AND FINANCE B.V.
		
	By:	 	 /s/ Emily Epstein

		 	Name:	 	Emily Epstein
		 	Title:	 	Proxyholder
	
	THE NIELSEN COMPANY B.V.
		
	By:	 	 /s/ Emily Epstein

		 	Name:	 	Emily Epstein
		 	Title:	 	Proxyholder
	
	VALCON ACQUISITION B.V.
		
	By:	 	 /s/ Emily Epstein

		 	Name:	 	Emily Epstein
		 	Title:	 	Proxyholder
	
	VNU INTERNATIONAL B.V.
		
	By:	 	 /s/ Emily Epstein

		 	Name:	 	Emily Epstein
		 	Title:	 	Proxyholder
	
	RUGBY ACQUISITION B.V.
		
	By:	 	 /s/ Emily Epstein

		 	Name:	 	Emily Epstein
		 	Title:	 	Proxyholder
	
	RSMG INSIGHTS COOPERATIEF
		
	By:	 	 /s/ Emily Epstein

		 	Name:	 	Emily Epstein
		 	Title:	 	Proxyholder



  
 [Signature Page to The
Nielsen Company (Luxembourg) S.à r.l. Indenture] 









	
	 SIGNED AND DELIVERED as a Deed
 for and
on behalf of
 THE NIELSEN COMPANY FINANCE (IRELAND) DAC
  

by its lawfully appointed attorney
  

Emily Epstein
  

in the presence of:


  

	
	 /s/ Emily Epstein

	Signature of Attorney
	THE NIELSEN COMPANY FINANCE (IRELAND) DAC BY ITS ATTORNEY EMILY EPSTEIN


  

	
	 /s/ Tiffany R. Beverley

	Signature of Witness
	
	 Tiffany R. Beverley

	Name of Witness
	
	 Sr. Corporate Paralegal

	Occupation of Witness
	
	 46 Young Dixon Way, Stamfort, CT 06902

	Address of Witness


  
 [Signature Page to The
Nielsen Company (Luxembourg) S.à r.l. Indenture] 









	
	 SIGNED AND DELIVERED as a Deed
 for and
on behalf of
 NIELSEN FINANCE IRELAND LIMITED
  

by its lawfully appointed attorney
  

Emily Epstein
  

in the presence of:


  

	
	 /s/ Emily Epstein

	Signature of Attorney
	NIELSEN FINANCE IRELAND LIMITED BY ITS ATTORNEY EMILY EPSTEIN


  

	
	 /s/ Tiffany R. Beverley

	Signature of Witness
	
	 Tiffany R. Beverley

	Name of Witness
	
	 Sr. Corporate Paralegal

	Occupation of Witness
	
	 46 Young Dixon Way, Stamfort, CT 06902

	Address of Witness


  
 [Signature Page to The
Nielsen Company (Luxembourg) S.à r.l. Indenture] 









			
	EXECUTED AS A DEED by	 	)
		
	NIELSEN HOLDINGS PLC	 	)
		
	 /s/ Dwight Mitchell Barns
	 	Signature of director
		
	 Dwight Mitchell Barns
	 	Name of director
		
	 /s/ Emily Epstein
	 	Signature of secretary
		
	 Emily Epstein
	 	Name of secretary


  
 [Signature Page to The
Nielsen Company (Luxembourg) S.à r.l. Indenture] 








 
					
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	
	By: Deutsche Bank National Trust Company
		
	By:	 	 /s/ Wanda Camacho

		 	Name:	 	Wanda Camacho
		 	Title:	 	Vice President
		
	By:	 	 /s/ Annie Jaghatspanyan

		 	Name:	 	Annie Jaghatspanyan
		 	Title:	 	Vice President



  
 [Signature Page to The
Nielsen Company (Luxembourg) S.à r.l. 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] 

  
 A-1 








 CUSIP [            ] 

ISIN [            ]1 

[[RULE 144A][REGULATION S] GLOBAL NOTE 

representing up to 

$        ] 

5.000% Senior Notes due 2025 
  

					
	No.         	 		  	[$        ]

 THE NIELSEN COMPANY (LUXEMBOURG) S.À R.L. 

promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note
attached hereto] [of                      United States Dollars] on February 1, 2025. 

Interest Payment Dates: February 1 and August 1 

Record Dates: January 15 and July 15 

 

	1 	Rule 144A Note CUSIP: 65410C AC4 

 Rule 144A Note ISIN: US65410CAC47 

Regulation S Note CUSIP: L67449 AB1 

Regulation S Note ISIN: USL67449AB15 

  
 A-2 








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

Dated:            , 201     

 

			
	THE NIELSEN COMPANY (LUXEMBOURG) S.À R.L.
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3 








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

 

			
	Date of authentication:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By:	 	Deutsche Bank National Trust Company
		
	By:	 	  

		 	Name:
		 	Title:



  
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 [Back of Note] 

5.000% Senior Notes due 2025 

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

1. INTEREST. The Nielsen Company (Luxembourg) S.à r.l., a Luxembourg société à responsabilité
limitée (private limited liability company) incorporated and existing under the laws of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of
Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B 155.591 promises to pay interest on the principal amount of this Note at 5.000% per annum from January 31, 20172 until maturity. The Issuer will pay interest semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest
Payment Date shall be August 1, 20172. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods)
from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on
the January 15 and July 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer
of immediately available funds will be required with respect to principal of and interest, premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying
Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas 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 in any such capacity. 
 4.
INDENTURE. The Issuer issued the Notes under an Indenture, dated as of January 31, 2017 (the “Indenture”), among The Nielsen Company (Luxembourg) S.à r.l., the Guarantors named therein and the Trustee. This Note is one
of a duly authorized issue of notes of the Issuer designated as its 5.000% Senior Notes due 2025. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture. The Notes issued under the Indenture
(collectively, referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Notes include
those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of 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) and paragraph 6 hereof, the Notes will not be redeemable at the Issuer’s
option prior to maturity. 

	 	

  

	2 	With respect to the Initial Notes. 


  
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 (b) At any time prior to February 1, 2020, the Issuer may redeem all or a part of the Notes,
upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as
of the Redemption Date and, without duplication, accrued and unpaid interest, if any, to 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) On and after February 1, 2020, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60
days’ notice, at the following redemption prices (expressed as a percentage of the principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, 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 February 1 of each of the years indicated below: 

 

					
	 Year
	  	Percentage	 
	 2020
	  	 	103.750	% 
	 2021
	  	 	102.500	% 
	 2022
	  	 	101.250	% 
	 2023 and thereafter
	  	 	100.000	% 

 (d) Until February 1, 2020, the Issuer may, at its option, redeem up to 35% of the aggregate principal
amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity
Offerings and/or (b) one or more sales of a business unit of Nielsen Holding and Finance B.V., in each case to the extent such net cash proceeds are received by or contributed to Nielsen Holding and Finance B.V. or a Restricted Subsidiary of
Nielsen Holding and Finance B.V.; provided that at least 65% 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 90 days of the date of closing of each such Equity Offering or sale. 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. 
 (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. REDEMPTION FOR TAXATION REASONS. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time
upon giving not less than 30 nor more than 60 days’ prior notice to the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if
any, to (but not including) the Tax Redemption Date and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the rights of Holders on the relevant Record
Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if the Issuer or any Guarantor, on the next date on which any amount would be payable in respect of the Notes, would be required
to pay Additional Amounts as a result of: 
 (a) any change in or amendment to, the laws or treaties (or any regulations or
rulings promulgated thereunder) of the relevant Taxing Jurisdiction affecting taxation which change or amendment has not been publicly announced as formally proposed before and which becomes effective on or after the date of the Indenture (or, if
the relevant Taxing Jurisdiction has changed since the date of the Indenture, the date on which the then current Taxing Jurisdiction became the applicable Taxing Jurisdiction under the Indenture); or 

(b) any change in, or amendment to, the existing official position or the introduction of an official position regarding the
application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published 

  
 A-6 








 
practice), which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of the Indenture (or, if the relevant Taxing
Jurisdiction has changed since the date of the Indenture, the date on which the then current Taxing Jurisdiction became the applicable Taxing Jurisdiction under the Indenture), and in each case, the Issuer or such Guarantor, as the case may be,
cannot avoid any obligation to pay Additional Amounts by taking reasonable measures available to it. 
 The Issuer shall not give any such
notice of redemption earlier than 90 days prior to the earliest date on which the Issuer or the Guarantors would be obligated to make such payment or withholding if a payment in respect of the Notes or the Guarantees were then due. Prior to the
publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing provisions, the Issuer shall deliver the Trustee (i) an Opinion of Counsel of recognized standing to the effect that there has been such
change or amendment which would require the payment of such Additional Amounts with respect to the Notes and (ii) an Officer’s Certificate to the effect that the Issuer or the Guarantors, as the case may be, cannot avoid the obligation to
pay Additional Amounts with respect to the Notes by taking reasonable measures available to it. 
 The Trustee shall accept, and be entitled
to rely on, such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which event the satisfaction of such conditions precedent will be conclusive and binding on
all Holders. 
 7. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect
to the Notes. 
 8. 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 8 or Article 11 of the
Indenture) to each Holder whose 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 Notes or portions thereof called for redemption. 
 9. OFFERS TO REPURCHASE.
Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in
accordance with Section 4.14 of the Indenture. 
 10. 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. 

11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 

12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

 13. 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 30% 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 

  
 A-7 








 
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 ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer
proposes to take with respect thereto. 
 14. 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. 
 15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES. 
 16. CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

The 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: 
 The Nielsen Company (Luxembourg) S.à r.l. 

6, Rue Eugène Ruppert 
 L-2453 Luxembourg 
 Grand Duchy of Luxembourg 

Fax: (203) 663-8561 

Attention: Board of Managers 

  
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 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). 


  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.14 of the Indenture, check the box below: 

[  ] Section 4.14 

If you want to elect to have only part of this Note purchased by the Issuer pursuant to 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). 


  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $        . The following exchanges of
a part of this Global Note for an interest in another Global Note or for a 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	 	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	 	 	Signatory
of Trustee or
Note Custodian	 
		 				 				 				 			
		 				 				 				 			
		 				 				 				 			

  

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


  
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 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 The Nielsen
Company (Luxembourg) S.à r.l. 
 c/o The Nielsen Company 

85 Broad Street 
 New York, NY 10004 

Fax No.: (646) 654-5000 

Attention: General Counsel 
 Deutsche Bank Trust Company Americas

 Trust and Securities Services 
 60 Wall Street, 16th Floor 
 MS: NYC60 1630 

New York, NY 10005 
 Fax.: (732)
358-4635 
 Attention: Corporate Team/ The Nielsen Company (Luxembourg) S.à r.l. 

copy to: 
 Deutsche Bank National Trust Company 

Trust & Securities Services 
 100 Plaza One 

6th Floor - MS JCY03-0699 
 Jersey City, NJ 07311-3901 

Fax: 732-578-4635 

Attention: Corporate Team/ The Nielsen Company (Luxembourg) S.à r.l. 

Re: 5.000% Senior Notes due 2025 

Reference is hereby made to the Indenture, dated as of January 31, 2017 (the “Indenture”), among The Nielsen Company
(Luxembourg) S.à r.l., the Guarantors named therein 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 A 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. 

  
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 2. [  ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed
and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than the 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 to the Issuer
or a subsidiary thereof; or 
 (b) [  ] 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 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) [  ] 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 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. 

  
 B-2 








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

					
	[INSERT NAME OF TRANSFEROR]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

			
	Dated:	 	 


  
 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 65410C AC4), or 

  

	 	(ii)	[  ] Regulation S Global Note (CUSIP L67449 AB1), 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 65410C AC4), or 

  

	 	(ii)	[  ] Regulation S Global Note (CUSIP L67449 AB1), or 

  

	 	(iii)	[  ] Unrestricted Global Note (CUSIP [                    ]); or 


 

	 	(b)	[  ] a Restricted Definitive Note; or 

  

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


  
 B-4 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 The Nielsen
Company (Luxembourg) S.à r.l. 
 c/o The Nielsen Company 

85 Broad Street 
 New York, NY 10004 

Fax No.: (646) 654-5000 

Attention: General Counsel 
 Deutsche Bank Trust Company Americas

 Trust and Securities Services 
 60 Wall Street, 16th Floor 
 MS: NYC60 1630 

New York, NY 10005 
 Fax.: (732)
358-4635 
 Attention: Corporate Team/ The Nielsen Company (Luxembourg) S.à r.l. 

copy to: 
 Deutsche Bank National Trust Company 

Trust & Securities Services 
 100 Plaza One 

6th Floor - MS JCY03-0699 
 Jersey City, NJ 07311-3901 

Fax: 732-578-4635 

Attention: Corporate Team/ The Nielsen Company (Luxembourg) S.à r.l. 

Re: 5.000% Senior Notes due 2025 

Reference is hereby made to the Indenture, dated as of January 31, 2017 (the “Indenture”), among The Nielsen Company
(Luxembourg) S.à r.l., the Guarantors named therein 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 

a) [  ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the “Securities Act”) other than Rule 144, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order 

  
 C-1 








 
to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States. 
 b) [  ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL
NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act other than
Rule 144, (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) [  ] CHECK IF EXCHANGE IS FROM
RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act other than Rule 144, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

d) [  ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act other than Rule 144, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States. 
 2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES
FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES 
 a) [  ] CHECK IF EXCHANGE IS
FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive
Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

b) [  ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [  ] 144A Global Note [  ] Regulation S Global Note, 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


  
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applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United
States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for
your benefit and the benefit of the 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”), an affiliate of The Nielsen Company (Luxem- bourg) S.à r.l., a Luxembourg société à responsabilité limitée (the “Issuer”), and Deutsche Bank
Trust Company Americas, as trustee (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an
indenture (the “Indenture”), dated as of January 31, 2017, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2025 (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 hereby agrees as follows: 

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: 

(i) the principal of, interest and premium, if any, on the Notes will be promptly paid in full when due, whether at maturity,
by acceleration, redemption or otherwise, and interest on the overdue principal of 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 will be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; and 
 (ii) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of
payment and not a guarantee of collection. 
 (b) The obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or 

  
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consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c) The following is hereby
waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever. 

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the
Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the
Guaranteeing Subsidiary), 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. 
 (f) The Guaranteeing Subsidiary 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. 

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture 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 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by
the Guaranteeing Subsidiary for the purpose of this Guarantee. 
 (h) The Guaranteeing Subsidiary 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 this Guarantee. 

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are
relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or
conveyance. 
 (j) This 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 and Guarantee, 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 Note 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. 

(k) In case any provision of this 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. 

  
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 (l) This Guarantee shall be a general unsecured senior obligation of such
Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any. 

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
 (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) Merger, Consolidation or Sale of All or Substantially All Assets. 

(a) Except as otherwise provided in Section 5.01(d) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or
wind up into (whether or not the Issuer or Guaranteeing Subsidiary 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: 
 (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by
or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws
of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case
may be, being herein called the “Successor Person”); 
 (B) the Successor Person, if other than the
Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’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 the Indenture. 
 (b) Subject to certain
limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing
Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer. 
 (5) 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: 
 (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of
the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or
transfer is made in compliance with the applicable provisions of the Indenture; 
 (B) the release or discharge of the
guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee; 

(C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or 

  
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 (D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance
option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 
 (6) No Recourse
Against Others. No director, officer, employee, incorporator or stockholder of 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 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. 
 (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (8) 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. 
 (9) Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 (10) 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. 
 (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of
Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is
continuing, the Guaranteeing Subsidiary shall not 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 the Indenture or the Notes shall
have been paid in full. 
 (12) 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. 
 (13) Successors. All
agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental
Indenture shall bind its successors. 

  
 D-4 








 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:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By:	 	Deutsche Bank National Trust Company
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
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