Exhibit 4.1





 


	
         

        INDENTURE

         

        Dated as
        of October 2, 2013

         

        Among

         

        AMERICAN
        MEDIA, INC.,

         

        THE GUARANTORS
        NAMED ON THE SIGNATURE PAGES HERETO

         

        and

         

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION,

         

        as Trustee
        and Collateral Agent

         

        10% SECOND
        LIEN SENIOR SECURED PIK NOTES DUE 2018

         




 






    	 



    	 



    

 


TABLE
OF CONTENTS


 


Page


 





	Article 1	 
	DEFINITIONS AND INCORPORATION BY REFERENCE	 
	 	 	 
	Section  1.01	Definitions	1
	Section  1.02	Other Definitions	38
	Section  1.03	Limited Incorporation by Reference of Trust Indenture Act	39
	Section  1.04	Rules of Construction	39
	Section  1.05	Acts of Holders	39
	 	 	 
	Article 2	 
	THE NOTES	 
	 	 	 
	Section  2.01	Form and Dating; Terms	41
	Section  2.02	Execution and Authentication	43
	Section  2.03	Registrar and Paying Agent	44
	Section  2.04	Paying Agent To Hold Money in Trust	44
	Section  2.05	Holder Lists	44
	Section  2.06	Transfer and Exchange	45
	Section  2.07	Replacement Notes	58
	Section  2.08	Outstanding Notes	58
	Section  2.09	Treasury Notes	59
	Section  2.10	Temporary Notes	59
	Section  2.11	Cancellation	59
	Section  2.12	Defaulted Interest	60
	Section  2.13	CUSIP and ISIN Numbers	60
	Section  2.14	Calculation of Principal Amount of Notes	60
	Section  2.15	Issuance of PIK Notes.	61
	Section  2.16	Tax Considerations for Holders.	62
	 	 	 
	Article 3	 
	REDEMPTION	 
	 	 	 
	Section  3.01	Notices to Trustee	62
	Section  3.02	Selection of Notes To Be Redeemed or Purchased	62
	Section  3.03	Notice of Redemption	63
	Section  3.04	Effect of Notice of Redemption	64
	Section  3.05	Deposit of Redemption or Purchase Price	64
	Section  3.06	Notes Redeemed or Purchased in Part	65
	Section  3.07	Optional Redemption	65
	Section  3.08	Mandatory Redemption	66
	Section  3.09	Offers to Repurchase by Application of Excess Proceeds	66
	 	 	 
	Article 4	 
	COVENANTS	 
	 	 	 
	Section  4.01	Payment of Notes	68
	Section  4.02	Maintenance of Office or Agency	68



 






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	Section  4.03	Reports and Other Information	69
	Section  4.04	Compliance Certificate	70
	Section  4.05	Taxes	70
	Section  4.06	Stay, Extension and Usury Laws	70
	Section  4.07	Limitation on Restricted Payments	71
	Section  4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	77
	Section  4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	79
	Section  4.10	Asset Sales	86
	Section  4.11	Transactions with Affiliates	88
	Section  4.12	Liens	91
	Section  4.13	Changes in Covenants When Notes Rated Investment Grade	91
	Section  4.14	Offer To Repurchase upon Change of Control	92
	Section  4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	95
	Section  4.16	[Reserved]	95
	Section  4.17	Tax Treatment of the Notes	95
	Section  4.18	Non-Impairment of Security Interest	96
	Section  4.19	[Reserved]	96
	Section  4.20	After-Acquired Collateral; Further Assurances	96
	Section  4.21	Information Regarding Collateral	96
	Section  4.22	Maintenance of Property; Insurance	97
	Section  4.23	Cash Interest Savings	97
	Section  4.24	Right of First Offer	98
	Section  4.25	Anti-Layering	98
	 	 	 
	Article 5	 
	SUCCESSORS	 
	 	 	 
	Section  5.01	Merger, Consolidation or Sale of All or Substantially All Assets	99
	Section  5.02	Successor Corporation Substituted	101
	 	 	 
	Article 6	 
	DEFAULTS AND REMEDIES	 
	 	 	 
	Section  6.01	Events of Default	101
	Section  6.02	Acceleration	103
	Section  6.03	Other Remedies	104
	Section  6.04	Waiver of Past Defaults	105
	Section  6.05	Control by Majority	105
	Section  6.06	Limitation on Suits	105
	Section  6.07	Rights of Holders of Notes To Receive Payment	106
	Section  6.08	Collection Suit by Trustee	106
	Section  6.09	Restoration of Rights and Remedies	106
	Section  6.10	Rights and Remedies Cumulative	106
	Section  6.11	Delay or Omission Not Waiver	107
	Section  6.12	Trustee May File Proofs of Claim	107
	Section  6.13	Priorities	107
	Section  6.14	Undertaking for Costs	108







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	Article 7	 
	TRUSTEE	 
	 	 	 
	Section  7.01	Duties of Trustee	108
	Section  7.02	Rights of Trustee	109
	Section  7.03	Individual Rights of Trustee	111
	Section  7.04	Trustee’s Disclaimer	111
	Section  7.05	Notice of Defaults	111
	Section  7.06	[Reserved]	111
	Section  7.07	Compensation and Indemnity	111
	Section  7.08	Replacement of Trustee	112
	Section  7.09	Successor Trustee by Merger, etc.	113
	Section  7.10	Eligibility; Disqualification	113
	Section  7.11	Preferential Collection of Claims Against Issuer	113
	Section  7.12	[Reserved]	114
	Section  7.13	Authorization of Security Documents; Intercreditor Agreement	114
	 	 	 
	Article 8	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 	 
	Section  8.01	Option to Effect Legal Defeasance or Covenant Defeasance	114
	Section  8.02	Legal Defeasance and Discharge	114
	Section  8.03	Covenant Defeasance	115
	Section  8.04	Conditions to Legal or Covenant Defeasance	115
	Section  8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	117
	Section  8.06	Repayment to Issuer	117
	Section  8.07	Reinstatement	118
	 	 	 
	Article 9	 
	AMENDMENT, SUPPLEMENT AND WAIVER	 
	 	 	 
	Section  9.01	Without Consent of Holders of Notes.	118
	Section  9.02	With Consent of Holders of Notes	120
	Section  9.03	[Reserved]	122
	Section  9.04	Revocation and Effect of Consents	122
	Section  9.05	Notation on or Exchange of Notes	123
	Section  9.06	Trustee To Sign Amendments, etc.	123
	 	 	 
	Article 10	 
	COLLATERAL AND SECURITY	 
	 	 	 
	Section  10.01	Collateral and Security Documents	123
	Section  10.02	Recordings and Opinions	124
	Section  10.03	Release of Collateral	125
	Section  10.04	Suits To Protect the Collateral	127
	Section  10.05	Authorization of Receipt of Funds by the Trustee Under the Security Documents	127
	Section  10.06	Purchaser Protected	127



 






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	Section  10.07	Powers Exercisable by Receiver or Trustee	127
	Section  10.08	Release Upon Termination of the Issuer’s Obligations	128
	Section  10.09	Collateral Agent	128
	Section  10.10	Designations	135
	 	 	 
	Article 11	 
	GUARANTEES	 
	 	 	 
	Section  11.01	Guarantee	136
	Section  11.02	Limitation on Guarantor Liability	137
	Section  11.03	Execution and Delivery	138
	Section  11.04	Subrogation	138
	Section  11.05	Benefits Acknowledged	139
	Section  11.06	Release of Guarantees	139
	 	 	 
	Article 12	 
	SATISFACTION AND DISCHARGE	 
	 	 	 
	Section  12.01	Satisfaction and Discharge	139
	Section  12.02	Application of Trust Money	140
	 	 	 
	Article 13	 
	MANDATORY EXCHANGE AT ISSUER’S OPTION	 
	 	 	 
	Section  13.01	Exchange Privilege	141
	Section  13.02	Exchange Procedures	141
	Section  13.03	Exchange Documentation	142
	 	 	 
	Article 14	 
	MISCELLANEOUS	 
	 	 	 
	Section  14.01	[Reserved]	143
	Section  14.02	Notices	143
	Section  14.03	[Reserved]	144
	Section  14.04	Certificate and Opinion as to Conditions Precedent	144
	Section  14.05	Statements Required in Certificate or Opinion	144
	Section  14.06	Rules by Trustee and Agents	144
	Section  14.07	No Personal Liability of Directors, Officers, Employees and Stockholders	145
	Section  14.08	Governing Law	145
	Section  14.09	Waiver of Jury Trial	145
	Section  14.10	Force Majeure	145
	Section  14.11	No Adverse Interpretation of Other Agreements	145
	Section  14.12	Successors	145
	Section  14.13	Severability	146
	Section  14.14	Counterpart Originals	146
	Section  14.15	Table of Contents, Headings, etc.	146
	Section  14.16	Qualification of Indenture.	146
	Section  14.17	Direction by Holders to Enter into Security Documents and the Intercreditor Agreement.	146







 






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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




	Exhibit E	Form of Certificate from Acquiring Accredited Investor
	Exhibit F	Form of Notation of Guarantee




	Exhibit G	Form of New Second Lien Cash Pay Indenture




	Exhibit H	Holder Deemed Representations




	Exhibit I	Form of Record of First Lien Note Repurchases




 






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INDENTURE,
dated as of October 2, 2013, among American Media, Inc., a Delaware corporation, the Guarantors listed on the signature pages hereto
and Wilmington Trust, National Association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”)
and as collateral agent (together with its successors and assigns, in such capacity, the “Collateral Agent”).
References to the “Issuer” in this Indenture refer only to American Media, Inc. and not any of its Subsidiaries.


 


W
I T N E S S E T H:


 


WHEREAS, the
Issuer previously issued $104,889,262 in aggregate principal amount of its 13 1⁄2% Second Lien Senior Secured Notes due 2018
(the “Existing Second Lien Notes”) pursuant to an Indenture, dated as of December 22, 2010, among the Issuer,
the subsidiaries of the Issuer named as guarantors on the signature pages thereto and Wilmington Trust, National Association (as
successor by merger to Wilmington Trust FSB), as trustee and collateral agent (the “Existing Second Lien Indenture”);


 


WHEREAS, pursuant
to the terms and conditions contained in the Exchange Agreement, certain holders of the Existing Second Lien Notes (collectively,
the “Participating Holders”) have agreed to exchange $94,287,724 in aggregate principal amount of the Existing
Second Lien Notes for $94,287,724 in aggregate principal amount of Initial Notes of the Issuer issued on the Issue Date; and


 


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


 


NOW, THEREFORE,
the Issuer, the Guarantors, the Trustee and the Collateral Agent 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,
the OID 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 shall be issued (or the principal amount of which will be increased) in a denomination equal to the outstanding
principal amount of Initial Notes and any Additional Notes issued or sold in reliance on Rule 144A (including, for the avoidance
of doubt, any PIK Notes issued on any of the foregoing).


 


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


 


“Acquired
Indebtedness” means, with respect to any specified Person, Indebtedness of any other Person existing at the time such
other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred
in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such
specified Person, and Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.


 






    	 



    	 



    

 


“Additional
Notes” means (i) additional Notes (other than the Initial Notes) issued under this Indenture pursuant to the Optional
First Lien Note Exchange in accordance with Sections 2.01, 4.09 and 4.12 hereof, (ii) any PIK Notes issued (and any increase in
principal amount of the Notes as a result of a PIK Payment) from time to time under this Indenture in accordance with Section 2.15
hereof and paragraph 1 of the Notes and (iii) additional Notes (other than Notes referred to in the preceding clauses (i) and (ii))
issued from time to time under this Indenture in accordance with Sections 2.01, 4.09 and 4.12 hereof.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling,” “controlled by” and “under common control with”), as used
with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.


 


“Agent”
means any Registrar or Paying Agent.


 


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


 


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


 


(2)the
excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at December 15, 2013
(such redemption price being set forth in the table appearing in Section 3.07 hereof), plus (ii) all required interest payments
due on such Note through December 15, 2013 (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 (b) the principal amount of such Note.


 


The
Applicable Premium shall be calculated by the Issuer, and the Trustee shall have no duty to verify such calculation.


 


“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 Clearstream that apply to such transfer or exchange.


 


“Asset
Sale” means:


 


(1)the
sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property
or assets (including by way of a Sale and Lease-back Transaction) of the Issuer or any of the Restricted Subsidiaries (each referred
to in this definition as a “disposition”); or


 






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(2)the
issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions
(other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 4.09);


 


in each case,
other than:


 


(a)any
disposition of Cash Equivalents or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory
or goods (or other assets) in the ordinary course of business;


 


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


 


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


 


(d)any
disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related
transactions with an aggregate fair market value of less than $7.5 million;


 


(e)any
disposition of property or assets or issuance of securities (i) by a Guarantor to the Issuer or by the Issuer or a Guarantor to
another Guarantor or (ii) by a Restricted Subsidiary that is not a Guarantor to the Issuer, a Guarantor or to another Restricted
Subsidiary that is not a Guarantor;


 


(f)
to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a
Similar Business;


 


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


 


(h)any
issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary other than to the extent
that the Investment in such Unrestricted Subsidiary constituted a Permitted Investment hereunder;


 


(i)solely
for the purposes of clauses (1) and (2) of Section 4.10(a), foreclosures, condemnation or any similar action on assets;


 


(j)the
granting of Liens not prohibited by this Indenture;


 


(k)the
licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business; and


 






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(l)solely
for the purposes of clauses (1) and (2) of Section 4.10(a), any surrender or waiver of contract rights or the settlement, release
or surrender of contract rights or other litigation claims in the ordinary course of business.


 


“Bankruptcy
Code” means the United States Bankruptcy Code 11 U.S.C. §§ 101-1532, as amended.


 


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


 


“Board
of Directors” means:


 


(1)with
respect to a corporation, the board of directors of the corporation;


 


(2)with
respect to a partnership, the board of directors of the general partner of the partnership; and


 


(3)with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Board
Resolution” means, with respect to the Issuer, a duly adopted resolution of the Board of Directors of the Issuer or any
committee thereof.


 


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


 


“Capital
Stock” means:


 


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


 


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


 


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


 


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


 


“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)United
States dollars;


 






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(2)(a)
euro, or any national currency of any participating member of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted
Subsidiary, such local currencies held by them from time to time in the ordinary course of business;


 


(3)securities
issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or issued by any agency or instrumentality
thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities
of 24 months or less from the date of acquisition;


 


(4)certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital
and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the
date of determination) in the case of non-U.S. banks;


 


(5)repurchase
obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution
meeting the qualifications specified in clause (4) above;


 


(6)commercial
paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date
of creation thereof;


 


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


 


(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 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 Business Days following the receipt of such amounts.


 






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“Cash
Interest Savings” means, with respect to any applicable semi-annual interest period (or portion thereof) with respect
to the Existing Second Lien Notes commencing after the Issue Date, a dollar amount equal to the cash interest, calculated at the
rate of 13.5% per annum in accordance with the Existing Second Lien Notes Indenture as in effect on the date hereof, that would
have accrued and been payable by the Issuer for such period with respect to $94,287,724 in aggregate principal amount of the Existing
Second Lien Notes as if such principal amount of Existing Second Lien Notes were then outstanding. For the avoidance of doubt,
the calculation of Cash Interest Savings shall not be affected by any discharge or other termination of the Existing Second Lien
Notes Indenture.


 


"Cash
Interest Savings Default" means failure by the Issuer to comply with the provisions of Section 4.23 hereof.


 


“Cash
Management Bank” means any Credit Agreement Lender or an Affiliate of a Credit Agreement Lender (together with its successors
and assigns) providing Cash Management Services to the Issuer or any Guarantor.


 


“Cash
Management Obligations” means all obligations owing by the Issuer or any Guarantor to any Cash Management Bank in respect
of any Cash Management Services (including, without limitation, indemnities, fees and interest thereon and all interest and fees
that accrue on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective
documents governing the Cash Management Services, whether or not a claim for post-petition interest or fees is allowed or allowable
in any such Insolvency or Liquidation Proceeding), now existing or hereafter incurred under, arising out of or in connection with
such Cash Management Services, and the due performance and compliance by the Issuer or such Guarantor with the terms, conditions
and agreements of such Cash Management Services.


 


“Cash
Management Services” means treasury, depository, bank product and/or cash management services or any automated clearing
house transfer services.


 


“Cash
Pay Conversion Date” means the date which is the earliest of: (a) December 15, 2016; (b) the First Lien Refinancing Closing
Date (as to which the Issuer shall provide written notice to the Trustee); (c) in the event that a Cash Interest Savings Default
has occurred, at the election of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes
by written notice to the Trustee, such date that the Cash Interest Savings Default occurred; and (d) in the event that a ROFO Default
has occurred, at the election of the Participating Holders who hold at least a majority in aggregate principal amount of the then
outstanding Notes held by all Participating Holders by written notice to the Trustee, such date that the ROFO Default occurred.


 


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


 


(1)the
sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and
its Subsidiaries, taken as a whole, other than to a Permitted Holder or to a Person with respect to which the Permitted Holders
have the right or ability, by voting power, contract or otherwise, to elect or designate for election a majority of the board of
directors of such Person or any direct or indirect holding company of such Person;


 






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(2)(A)
the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) that 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), other than the Permitted Holders, has become the “beneficial owner”
(as defined in Rules 13d-3 of the Exchange Act, or any successor provision), by way of merger, consolidation or other business
combination or purchase, of 50% or more of the total voting power of the Voting Stock of the Issuer or any direct or indirect parent
company holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer and (B) the Permitted Holders
do not have the right or ability, by voting power, contract or otherwise, to elect or designate for election a majority of the
Board of Directors of the Issuer or such parent company; or


 


(3)the
adoption by the stockholders of the Issuer of a plan or proposal for the liquidation or dissolution of the Issuer.


 


“Clearstream”
means Clearstream Banking, Société Anonyme, and its successors.


 


“Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute.


 


“Collateral”
means all of the property and assets whether now owned or hereafter acquired, in each case, in which Liens are, from time to time,
purported to be granted to secure the Obligations (as defined in the Security Documents) under the Notes and the Guarantees pursuant
to the Security Documents, other than Excluded Assets.


 


“Collateral
Agent” has the meaning assigned to such term in the preamble to this Indenture.


 


“Consolidated
Interest Expense” means, for any period, the total interest expense of the Issuer and its consolidated Restricted Subsidiaries
(other than with respect to interest paid in kind by the issuance of additional Indebtedness and other non-cash interest expense),
plus, to the extent incurred by the Issuer and its Restricted Subsidiaries in such period but not included in such interest expense:


 


(a)interest
expense attributable to Capitalized Lease Obligations and the interest expense attributable to leases constituting part of a Sale
and Lease-back Transaction,


 


(b)amortization
of debt discount and debt issuance costs,


 


(c)capitalized
interest,


 


(d)commissions,
discounts and other fees and charges attributable to letters of credit and bankers’ acceptance financing,


 






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(e)interest
accruing on any Indebtedness of any other Person to the extent such Indebtedness is guaranteed by (or secured by the assets of)
the Issuer or any Restricted Subsidiary,


 


(f)
net costs associated with Hedging Obligations,


 


(g)dividends
in respect of all Disqualified Stock of the Issuer and all Preferred Stock of any of the Restricted Subsidiaries of the Issuer,
to the extent held by Persons other than the Issuer or a Wholly Owned Subsidiary,


 


(h)interest
incurred in connection with investments in discontinued operations, and


 


(i)the
cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan
or trust to pay interest or fees to any Person (other than the Issuer) in connection with Indebtedness incurred by such plan or
trust.


 


Notwithstanding anything to the
contrary contained herein, commissions, discounts, yield and other fees and charges incurred in connection with any transaction
pursuant to which the Issuer or any Subsidiary of the Issuer may sell, convey or otherwise transfer or grant a security interest
in any accounts receivable or related assets shall be included in Consolidated Interest Expense.


 


“Consolidated
Leverage Ratio” as of any date of determination means the ratio of:


 


(a)Total
Consolidated Indebtedness as of the date of determination to


 


(b)the
aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending at the end of the most recent
fiscal quarter for which internal financial statements are available,


 


provided, however,
that


 


(i)if
the Issuer or any Restricted Subsidiary has incurred any Indebtedness since the beginning of such period that remains outstanding
on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is an
incurrence of Indebtedness, EBITDA and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such period shall
be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first
day of such period and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds
of such new Indebtedness as if such discharge had occurred on the first day of such period (except that in making such computation,
the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be deemed to be
(i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility
was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such
Indebtedness during the period from the date of creation of such facility to the date of such calculation, in each case, provided
that such average daily balance shall take into account any repayment of Indebtedness under such facility as provided in clause
(ii)),


 






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(ii)if
the Issuer or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning
of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness
incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on
the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio, EBITDA and, for the purpose of
calculating EBITDA, Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge
had occurred on the first day of such period and as if the Issuer or such Restricted Subsidiary had not earned the interest income
actually earned during such period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge
such Indebtedness,


 


(iii)if
since the beginning of such period the Issuer or any Restricted Subsidiary shall have made any Asset Sale, EBITDA for such period
shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets that were the subject of such Asset
Sale for such period or increased by an amount equal to EBITDA (if negative) directly attributable thereto for such period and,
for the purpose of calculating EBITDA, Consolidated Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the Issuer or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Issuer and its continuing Restricted Subsidiaries in connection with such
Asset Sale for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for
such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Issuer and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such sale),


 


(iv)if
since the beginning of such period the Issuer or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment
in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition
of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially
all of an operating unit of a business, EBITDA and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment
or acquisition had occurred on the first day of such period, and


 


(v)if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the
Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Sale or any Investment or acquisition
of assets that would have required an adjustment pursuant to clause (iii) or (iv) above if made by the Issuer or a Restricted Subsidiary
during such period, EBITDA and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition of assets had occurred on the first day
of such period.


 






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For purposes of this definition,
whenever pro forma effect is to be given to a transaction, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting Officer of the Issuer; provided that any such pro forma
calculations with respect to cost savings, operating expense reductions or synergies for such period shall be limited to those
resulting from the transaction which is being given pro forma effect that in the reasonable determination of a responsible financial
or accounting Officer of the Issuer (a) are reasonably identifiable and factually supportable and (b) such actions have been realized
or for which the steps necessary for realization have been taken or are reasonably expected to be taken within twelve months following
any such transaction, including, but not limited to, the execution or termination of any contracts, the termination of any personnel
or the closing (or approval by the Board of Directors of any closing) of any facility, as applicable. If any Indebtedness bears
a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated
as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any
Hedging Obligation applicable to such Indebtedness).


 


“Consolidated
Net Income” means, for any period, the net income (excluding non-controlling interest) of the Issuer and its Restricted
Subsidiaries for such period; provided, however, that there shall not be included in such Consolidated Net Income:


 


(a)any
net income of any Person (other than the Issuer) if such Person is not a Restricted Subsidiary, except that


 


(i)subject
to the limitations contained in clause (d) below, the Issuer’s equity in the net income of any such Person for such period
shall be included in such Consolidated Net Income up to the aggregate amount of cash (or other assets to the extent converted into
cash) actually distributed by such Person during such period to the Issuer or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend, debt repayment or other distribution made to a Restricted Subsidiary (other than a Guarantor),
to the limitations contained in clause (b) below) and


 


(ii)the
Issuer’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income
to the extent such loss has been funded with cash from the Issuer or a Restricted Subsidiary;


 


(b)except
for the purposes of calculating Consolidated Leverage Ratio, any net income (or loss) of any Restricted Subsidiary (other than
any Guarantor) if such Restricted Subsidiary is not permitted by restrictions, directly or indirectly, to pay dividends or make
distributions (unless legally waived) to the Issuer, except that


 






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(i)the
net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate
amount of cash (or other assets to the extent converted into cash) actually distributed by such Restricted Subsidiary during such
period to the Issuer or another Restricted Subsidiary as a dividend, debt repayment or other distribution (subject, in the case
of a dividend, debt repayment or other distribution made to another Restricted Subsidiary (other than a Guarantor), to the limitation
contained in this clause) and


 


(ii)the
net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;


 


(c)any
gain (loss) realized (less all fees and expenses related thereto) upon the sale or other disposition of any asset of the Issuer
or its consolidated Subsidiaries (including pursuant to any Sale and Lease-back Transaction) that is not sold or otherwise disposed
of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any
Person;


 


(d)any
extraordinary, non-recurring or unusual gain or loss or expense (less all fees and expenses related thereto);


 


(e)the
cumulative effect of a change in accounting principles;


 


(f)effects
of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the inventory,
property and equipment, software, goodwill and other intangible assets and in process research and development, deferred revenue
and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of
purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of
taxes;


 


(g)any
net after-tax income (loss) from the early extinguishment of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative
instruments;


 


(h)any
net after-tax income or loss from abandoned, closed or discontinued operations and any net after-tax gains or losses on disposal
of abandoned, closed or discontinued operations;


 


(i)any
impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to
intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in the law or regulation,
in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP; and


 


(j)any
fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition,
disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing
transaction or amendment or modification of any debt instrument (in each case, including any other such transaction consummated
prior to the Existing Second Lien Notes Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring
merger costs incurred during such period as a result of any such transaction.


 






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“Consolidated
Secured Leverage Ratio” means the ratio of (1) the aggregate principal amount of Secured Indebtedness (calculated net
of up to $20.0 million of unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date
of determination) to (2) EBITDA for the most recently ended four fiscal quarters for which financial statements are available immediately
preceding the date of determination, with such pro forma adjustments to EBITDA as would be required under the proviso to the definition
of “Consolidated Leverage Ratio” in performing a calculation thereof.


 


“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 14.02 hereof or such other address
as to which the Trustee may give notice to the Holders and the Issuer.


 


“Covenant
Suspension” means, during any period of time following the issuance of the Notes, that (i) the Notes have Investment
Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture.


 


“Credit
Agreement” means the Credit Agreement, dated as of December 22, 2010, among the Issuer, the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent, including any guarantees, collateral documents, instruments and agreements
executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings
or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional
lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder,
including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder
or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).


 






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“Credit
Agreement Lenders” means the “Lenders” from time to time party to, and as defined in, the Credit Agreement,
together with their respective successors and assigns; provided that the term “Credit Agreement Lender” shall
in any event also include each letter of credit issuer and swingline lender under the Credit Agreement, including, without limitation,
the “Issuing Bank,” the “Swingline Lender” and any “Agent” under (and each as
defined in) the Credit Agreement.


 


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


 


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


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c)
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 or Increase/Decrease in the Principal Amount
of the Global Note” attached thereto.


 


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


 


“Designated
Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’
Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount
of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.


 


“Discharge
of First Lien Obligations” means, subject to any reinstatement of First Lien Obligations in accordance with the First
Lien Intercreditor Agreement, (a) payment in full in cash of the principal of and interest (including interest accruing on or after
the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First Lien Document, whether
or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness
under the First Lien Documents and termination of all commitments of the Credit Agreement Lenders to lend or otherwise extend credit
under the First Lien Documents, (b) payment in full in cash of all other First Lien Obligations (including letter of credit reimbursement
obligations) that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest, and premium
are paid (other than Cash Management Obligations and Secured Hedging Obligations so long as arrangements satisfactory to the applicable
Cash Management Bank or Hedge Bank shall have been made), and (c) termination or cash collateralization (in an amount and manner,
and on terms, reasonably satisfactory to the First Lien Representative) of all letters of credit issued under the First Lien Credit
Documents.


 






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“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any
security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or
is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation
or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset
sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date
the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the
benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations; provided, further, that any Capital Stock held by any future, current or former
employee, director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or immediate
family members) of the Issuer, any of its Subsidiaries or any direct or indirect parent entity of the Issuer in each case upon
the termination of employment or death of such person pursuant to any stockholders’ agreement, management equity plan, stock
option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because
it may be required to be repurchased by the Issuer or its Subsidiaries.


 


“EBITDA”
for any period means the Consolidated Net Income of the Issuer and its Restricted Subsidiaries for such period, plus, without duplication,
the following to the extent deducted in calculating such Consolidated Net Income:


 


(a)Consolidated
income tax expense,


 


(b)Consolidated
Interest Expense,


 


(c)Consolidated
depreciation expense,


 


(d)Consolidated
amortization expense (including amortization associated with capitalized or short-term display rack costs and the recognition of
such costs as a deferred cost asset amortized as contra-revenue),


 


(e)any
interest paid in kind by the issuance of additional Indebtedness and other non-cash interest expense,


 


(f)any
expenses or charges related to any Equity Offering, Permitted Investment, acquisition or Indebtedness permitted to be incurred
by this Indenture (whether or not successful),


 






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(g)any
expense or charge incurred or recorded by the Issuer or any of its Subsidiaries in connection with (i) Asset Sales or (ii) reorganization
and other cost cutting efforts, including, without limitation, expenses and charges relating to severance, relocation and the discontinuation
of titles,


 


(h)any
non-cash charges (including any non-cash compensation charge or expense) reducing Consolidated Net Income for such period (excluding
any such charge which consists of or requires an accrual of, or cash reserve for, any anticipated cash charges for any prior or
in any future period),


 


(i)any
charges or credits relating to the adoption of fresh start accounting principles; and


 


(j)solely
for purposes of calculating the Consolidated Leverage Ratio, the amount of any minority interest expense consisting of Subsidiary
income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back)
in such period in calculating Consolidated Net Income.


 


“EMU”
means the economic and monetary union as contemplated in the Treaty on European Union.


 


“Enforcement
Notice” shall have the meaning assigned to such term in the First Lien Intercreditor Agreement.


 


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


 


“Equity
Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect
parent companies (excluding Disqualified Stock), other than:


 


(1)public
offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;


 


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


 


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


 


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


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 






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“Exchange
Agreement” means the Exchange Agreement, dated as of September 27, 2013, among the Issuer and the Participating Holders
or their representatives party thereto, pursuant to which the Initial Notes are being issued in exchange for the Existing Second
Lien Notes owned by such Participating Holders, as may be amended, restated, supplemented or otherwise modified from time to time.


 


“Excluded
Contribution” means the amount of net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer
after the Existing Second Lien Notes Issue Date from (1) contributions to its common equity capital and (2) the sale (other than
to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit
plan or agreement of the Issuer or any of its direct or indirect parents) of Capital Stock (other than Disqualified Stock) of the
Issuer, in each case designated as an Excluded Contribution pursuant to an Officers’ Certificate on the date such capital
contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation
set forth in clause (3) of Section 4.07(a)(IV) hereof.


 


“Existing
Second Lien Collateral Agent” means Wilmington Trust, National Association (as successor by merger to Wilmington
Trust FSB), as collateral agent under the Existing Second Lien Indenture. 


 


“Existing
Second Lien Indenture” has the meaning assigned to such term in the preamble to this Indenture.


 


“Existing
Second Lien Notes” has the meaning assigned to such term in the preamble to this Indenture.


 


“Existing
Second Lien Notes Issue Date” means December 22, 2010.


 


“Existing
Second Lien Security Documents” means the security documents granting a security interest in any assets of any Person
to secure the obligations under the Existing Second Lien Notes and the guarantees related thereto as each may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Existing
Second Lien Trustee” means Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as
trustee for the holders of the Existing Second Lien Notes under the Existing Second Lien Indenture.


 


“fair
market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined
by the Issuer in good faith; provided that if the fair market value is equal to or exceeds $25.0 million, such determination
shall be made by the Board of Directors of the Issuer.


 


“First
Lien Collateral Agent” means Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB),
as collateral agent under the First Lien Indenture.


 


“First
Lien Credit Documents” means the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement), and
each of the other agreements, documents, and instruments providing for or evidencing any other First Lien Obligation and any other
document or instrument executed or delivered at any time in connection with any First Lien Obligation (including any intercreditor
or joinder agreement among holders of First Lien Obligations but excluding Secured Hedge Agreements and the documents governing
the Cash Management Obligations), to the extent such are effective at the relevant time, as each may be amended, modified, restated,
supplemented, replaced or refinanced from time to time.


 






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“First
Lien Documents” means the First Lien Indenture, the First Lien Credit Documents, the Secured Hedge Agreements, and any
and all documents governing the Cash Management Obligations.


 


“First
Lien Indebtedness” means (i) the First Lien Notes, (ii) Indebtedness under the Credit Agreement and (iii) additional
Indebtedness that is secured by a Lien senior to the Lien securing the Notes.


 


“First
Lien Indenture” means the indenture in respect of the First Lien Notes, dated as of December 1, 2010, between AMO Escrow
Corporation, a Delaware corporation (subsequently merged with and into the Issuer), and the First Lien Trustee, as amended or supplemented
from time to time.


 


“First
Lien Indenture First Lien Leverage Ratio” means the “First Lien Leverage Ratio”, as defined in and calculated
in accordance with the First Lien Indenture as in effect on the Issue Date.


 


“First
Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement, dated as of December 22, 2010, among the
First Lien Collateral Agent, the collateral agent in respect of the Credit Agreement, the Issuer and each other Guarantor named
therein, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.


 


“First
Lien Leverage Ratio” means the ratio of (1) the aggregate principal amount of First Lien Indebtedness (calculated net
of up to $20.0 million of unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date
of determination) to (2) EBITDA for the most recently ended four fiscal quarters for which financial statements are available immediately
preceding the date of determination, with such pro forma adjustments to EBITDA as would be required under the proviso to the definition
of “Consolidated Leverage Ratio” in performing a calculation thereof.


 


“First
Lien Notes” means the $385,000,000 in aggregate principal amount of First Lien Secured Notes due 2017 issued on December
1, 2010 pursuant to the First Lien Indenture.


 


“First
Lien Notes Refinancing” shall have the meaning assigned to such term in the Exchange Agreement.


 


“First
Lien Note Repurchases” shall have the meaning assigned to such term in the Exchange Agreement.


 






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“First
Lien Notes Repurchase Certification Date” means April 15th and October 15th of each year (beginning
on April 15, 2014) until the Cash Pay Conversion Date (provided that if any such day is not a Business Day, the First Lien
Notes Repurchases Certification Date shall be the next succeeding Business Day).


 


“First
Lien Obligations” means (i) all Obligations arising under (and as defined in) the Credit Agreement of the Issuer and
the Guarantors, under any other document relating to the Credit Agreement incurred under Section 4.09(b)(1) hereof, (ii) all Obligations
under the First Lien Indenture, (iii) all Secured Hedging Obligations and (iv) all Cash Management Obligations; provided
that the aggregate principal amount of, without duplication, revolving credit loans, letters of credit, term loans, other loans,
notes or similar instruments (excluding, in any event, Cash Management Obligations and Secured Hedging Obligations) provided for
under the Credit Agreement or any other document relating to the Credit Agreement (or any refinancing thereof) in excess of the
amount permitted under Section 4.09(b)(1) hereof and any interest relating to such excess amount, shall not constitute First Lien
Obligations for purposes of this Indenture. “First Lien Obligations” shall in any event include (a) all interest accrued
or accruing, or which would accrue, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions
such as Section 502(b)(2) of the Bankruptcy Code), on or after the commencement of an Insolvency or Liquidation Proceeding in accordance
with the rate specified in the relevant First Lien Document, whether or not the claim for such interest is allowed or allowable
as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial
consultants’ fees and expenses) incurred by the First Lien Representative, the Holders of the First Lien Notes, the First
Lien Collateral Agent, the collateral agent under the Credit Agreement, the administrative agent under the Credit Agreement, the
lenders under the Credit Agreement and the First Lien Trustee on or after the commencement of an Insolvency or Liquidation Proceeding,
whether or not the claim for fees and expenses is allowed or allowable under Section 502 or 506(b) of the Bankruptcy Code or any
other provision of the Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors as a claim in such
Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of the Issuer and each Guarantor under each First
Lien Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due and payable.


 


“First
Lien Refinancing Closing Date” shall mean the closing date with respect to the First Lien Notes Refinancing.


 


“First
Lien Representative” means, as between collateral agents representing different series of First Lien Obligations, the
collateral agent representing the series of First Lien Obligations with the greatest outstanding principal amount.


 


“First
Lien Trustee” means Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee
for the holders of First Lien Notes.


 


“Foreign
Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing
under the laws of the United States, any state thereof or the District of Columbia and any Restricted Subsidiary of such Foreign
Subsidiary.


 






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“GAAP”
means generally accepted accounting principles in the United States which are in effect on the Existing Second Lien Notes Issue
Date. At any time after the Existing Second Lien Notes Issue Date, the Issuer may elect to apply IFRS accounting principles in
lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise
provided in this Indenture); provided that any such election, once made, shall be irrevocable; provided, further,
any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters
ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with
GAAP. The Issuer shall give written notice of any such election made in accordance with this definition to the Trustee and the
Holders of the Notes.


 


“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.


 


“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), 2.06(d), 2.06(f) or 2.07 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.


 


“Grantors”
means the Issuer and the Guarantors.


 


“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 and the Notes.


 






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“Guarantor”
means each Restricted Subsidiary that guarantees the Notes in accordance with the terms of this Indenture.


 


“Hedge
Bank” means any Person that is a Credit Agreement Lender or an Affiliate of a Credit Agreement Lender at the time it
enters into a Secured Hedge Agreement, in its capacity as a party thereto, and such Person’s successors and assigns.


 


“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.


 


“IAI
Global Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend,
the OID 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 (or the principal amount of which will be increased) in a denomination equal to the outstanding
principal amount of Initial Notes issued or sold to Accredited Investors.


 


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


 


(1)any
indebtedness (including principal and premium) of such Person, whether or not contingent:


 


(a)in
respect of borrowed money;


 


(b)evidenced
by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication,
reimbursement agreements in respect thereof);


 


(c)representing
the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any
such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course
of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP; or


 


(d)
representing any Hedging Obligations;


 


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


 






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(2)to
the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise,
on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance
sheet of the 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 but only to the extent of
the fair market value of the assets subject to such Lien;


 


provided, however,
that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary
course of business.


 


“IFRS”
means the International Financial Reporting Standards as adopted by the International Accounting Standards Board.


 


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


 


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


 


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


 


“Initial
Notes” shall have the meaning given to it in the preamble to this Indenture.


 


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


 


“Intercreditor
Agreement” means the Junior Lien Intercreditor Agreement, dated as of December 22, 2010, among the Existing Second Lien
Collateral Agent, the First Lien Collateral Agent, the collateral agent in respect of the Credit Agreement, the Issuer and each
Guarantor, as such agreement may be amended, restated, supplemented or otherwise modified from time to time, including pursuant
to the Joinder to the Intercreditor Agreement entered into by the Collateral Agent on the Issue Date.


 






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“Interest
Payment Date” means June 15 and December 15 of each year to stated maturity (provided that if any such day is
not a Business Day, interest shall be paid on the next succeeding Business Day and no interest shall accrue for the intervening
period in respect of such Interest Payment Date).


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P, in each case, with a stable or better outlook, 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,
commissions, 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 the Issuer in the same manner as the
other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For
purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:


 


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


 


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


 


(b)the
portion (proportionate to the Issuer equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary
at the time of such redesignation; and


 


(2)any
property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.


 


“Issue
Date” means the date Initial Notes are issued under this Indenture.


 


“Issuer”
has the meaning assigned to such term in the preamble to this Indenture.


 


“Issuer
Order” means a written request or order signed on behalf of the Issuer by any Officer of the Issuer and delivered to
the Trustee.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in
the States of New York, Minnesota and Delaware. If a payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the intervening period in respect of such payment date.


 






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“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 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 (other than a filing for informational purposes); provided
that in no event shall an operating lease be deemed to constitute a Lien.


 


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


 


“Net
Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of
any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received
in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash
Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and
interest on Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such
transaction, amounts required to be paid to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale,
any portion of the purchase price from such Asset Sale placed in escrow as a requirement of such Asset Sale (but only for the duration
of such escrow), and any deduction of appropriate amounts to be provided by the Issuer or any of the Restricted Subsidiaries as
a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained
by the Issuer or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with
such transaction.


 


“New
Second Lien Cash Pay Indenture” means an indenture, dated as of the Optional Second Lien Note Exchange Closing Date,
by and among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee and collateral agent, in substantially
the form attached hereto as Exhibit G.


 


“New
Second Lien Cash Pay Notes” means any notes issued by the Issuer under the New Second Lien Cash Pay Indenture pursuant
to an Optional Second Lien Note Exchange (including any Additional Notes issued pursuant to the Optional First Lien Note Exchange)
upon the terms and conditions described in this Indenture.


 


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


 






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“Notes”
means the Initial Notes and any Additional Notes issued under this Indenture.


 


“Obligations”
means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition
in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether
or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements
(including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities,
and guarantees of payment of such principal (including 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 Chief Financial Officer, the President, any Executive Vice President,
Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.


 


“Officers’
Certificate” means a certificate signed on behalf of the Issuer by any two Officers of the Issuer, one of whom must be
one of the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the
Issuer, that meets the requirements set forth in this Indenture.


 


“OID
Legend” means the legend set forth in Section 2.06(g)(iv) hereof to be placed on all Notes issued under this Indenture.


 


“Opinion
of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. Such counsel may be an employee
of or counsel to the Issuer.


 


“Optional
Exchanges” means, collectively, the Optional First Lien Note Exchange and Optional Second Lien Note Exchange.


 


“Optional
First Lien Note Exchange” means the Issuer’s option to exchange up to $55,000,000 in aggregate principal amount
of First Lien Notes held by the Participating Holders for Notes (or New Second Lien Cash Pay Notes, in the event the Optional Second
Lien Note Exchange is consummated) pursuant to Section 2 of the Exchange Agreement.


 


“Optional
Second Lien Note Exchange” means the Issuer’s option to exchange all, but not less than all, of the Notes issued
and then outstanding under the Indenture for New Second Lien Cash Pay Notes pursuant to Article 13.


 


“Optional
Second Lien Note Exchange Closing Date” has the meaning assigned to such term in Section 13.01(a).


 


“Optional
Second Lien Note Exchange Notification Date” means the date the Issuer notifies the Participating Holders of its decision
on whether to exercise the Optional Second Lien Exchange.


 






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“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).


 


“Participating
Holder” shall have the meaning given to it in the preamble to this Indenture; provided that (i) the term “Participating
Holder” shall not include any transferee that is not an Affiliate of such Holder, (ii) transfer to and among Affiliates of
such Person shall be effective only if the Issuer has received written notice of such transfer and (iii) any request, demand, authorization,
direction, notice or other action or communication provided by this Indenture to be given by the Issuer to a Participating Holder
signatory to the Exchange Agreement shall be deemed to be additionally given by the Issuer to any Affiliate transferees of such
Participating Holder.


 


“Permitted
Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related
Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided,
that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.


 


“Permitted
Holders” means (i) Angelo, Gordon & Co., L.P., (ii) Avenue Capital Management II, L.P., (iii) Capital Research and
Management Company, Capital Guardian Trust Company and Capital International, Inc., (iv) Credit Suisse Securities (USA) LLC, (v)
Regiment Capital Management, LLC, (vi) [reserved], (vii) any group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act or any successor provision) of which any of the Permitted Holders specified in clauses (i)-(v) above are members, and (viii)
the respective Affiliates of each of the foregoing; provided that in the case of any group specified in clause (vii) above,
without giving effect to such group, Permitted Holders specified in clauses (i)-(v) above and their respective Affiliates must
collectively beneficially own a greater amount of the total voting power of the Voting Stock of the Issuer than the amount of the
total voting power of the Voting Stock of the Issuer beneficially owned by any other member of such group.


 


“Permitted
Investments” means:


 


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


 


(2)any
Investment in cash and Cash Equivalents;


 


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


 


(a)such
Person becomes a Restricted Subsidiary; or


 


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


 


and, in each case, any Investment
held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition,
merger, consolidation or transfer;


 






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(4)any
Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale
made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;


 


(5)any
Investment existing on the Existing Second Lien Notes Issue Date;


 


(6)any
Investment acquired by the Issuer or any of its Restricted Subsidiaries:


 


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


 


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


 


(7)Hedging
Obligations permitted under clause (10) of Section 4.09(b) hereof;


 


(8)any
Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant
to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 3.0% of Total Assets
at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving
effect to subsequent changes in value);


 


(9)Investments
the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect
parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted
Payments under clause (3) of Section 4.07(a) hereof;


 


(10)guarantees
of Indebtedness permitted under Section 4.09 hereof;


 


(11)any
transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section
4.11(b) hereof (except transactions described in clauses (2), (5) and (16) of Section 4.11(b) hereof);


 


(12)additional
Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12)
that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of
such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $40.0 million and (y) 5.0% of Total
Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value);


 






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(13)loans
and advances to, or guarantees of Indebtedness of, officers, directors and employees in an amount not to exceed $5.0 million at
any time outstanding;


 


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


 


(15)prepaid
expenses, deposits, advances, loans or extensions of trade credit in the ordinary course of business by the Issuer or any Restricted
Subsidiaries.


 


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


 


(1)pledges
or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government
bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties
or for the payment of rent, in each case incurred in the ordinary course of business;


 


(2)Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue
for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments
or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for
review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;


 


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


 


(4)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;


 


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


 


(6)(i)
Liens securing Indebtedness under the Credit Agreement incurred pursuant to clause (1) of Section 4.09(b) hereof (and the related
guarantees) and (ii) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) of Section 4.09(b) hereof covering
only the property (real or personal) or equipment (other than software), whether through the direct purchase of assets or the Capital
Stock of any Person owning such assets, in each case, financed by or acquired with such Indebtedness;


 






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(7)Liens
existing on the Existing Second Lien Notes Issue Date (other than Liens in favor of secured parties under the Credit Agreement
and Liens under clause (33) of this definition);


 


(8)Liens
on property or shares of stock or other assets 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 or assets owned by the Issuer
or any of its Restricted Subsidiaries;


 


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


 


(10)Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted
to be incurred in accordance with Section 4.09 hereof;


 


(11)Liens
securing Hedging Obligations;


 


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


 


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


 


(14)Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its
Restricted Subsidiaries in the ordinary course of business;


 


(15)Liens
in favor of the Issuer or any Guarantor;


 


(16)Liens
on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s
clients not related to Indebtedness;


 






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(17)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), (7),
(8) and (9) and the succeeding clause (33) (provided, that, with respect to Liens incurred to refinance Liens under clause (33),
the Lien pursuant to such refinancing shall have the same relative priority as the Lien being refinanced, except that (x) solely
with respect to any such refinancing of the Existing Second Lien Notes, such Liens may rank senior in priority to the Liens securing
the Notes and pari passu in priority with the Liens securing other First Lien Indebtedness then outstanding and (y) solely
with respect to any such refinancing of the First Lien Notes, such Liens may rank junior in priority to the Liens securing the
First Lien Notes); 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 the foregoing clauses (6), (7), (8), (9) and (33) at the time the original Lien became a Permitted
Lien under this Indenture, and (ii) an amount necessary to pay any accrued interest and fees and expenses, including premiums,
related to such refinancing, refunding, extension, renewal or replacement.


 


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


 


(19)other
Liens that are not on Collateral securing obligations incurred in the ordinary course of business which obligations do not exceed
$10.0 million at any one time outstanding;


 


(20)Liens
securing judgments for the payment of money not constituting an Event of Default under clause (5) of Section 6.01(a) 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;


 


(21)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;


 


(22)Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or any comparable or successor provision)
on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred
in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits
(including the right of set-off) and which are within the general parameters customary in the banking industry;


 


(23)Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that
such Liens do not extend to any assets other than those that are the subject of such repurchase agreements;


 






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(24)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;


 


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


 


(26)any
encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar
arrangement pursuant to any joint venture or similar agreement;


 


(27)Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered
into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;


 


(28)Liens
arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and
representatives arising under instruments governing Indebtedness permitted to be incurred or outstanding under this Indenture,
provided that such Liens are solely for the benefit of the trustees, agents and representatives in their capacities as such
and not for the benefit of the holders of such Indebtedness;


 


(29)Liens
arising from the deposit of funds or securities in trust for the purpose of decreasing or defeasing Indebtedness so long as such
deposit of funds or securities and such decreasing or defeasing of Indebtedness are permitted under Section 4.07 hereof;


 


(30)Liens
on the Equity Interests of Unrestricted Subsidiaries;


 


(31)Liens
on assets of Foreign Subsidiaries to secure Indebtedness of Foreign Subsidiaries;


 


(32)Liens
incurred to secure First Lien Obligations or Permitted Second Lien Obligations permitted to be incurred pursuant to Section 4.09(a)
or clause (12)(b) of Section 4.09(b); provided, that such Indebtedness may only be First Lien Obligations if, on a pro forma
basis immediately after giving effect thereto, the First Lien Leverage Ratio for the Issuer and its Restricted Subsidiaries on
a consolidated basis for the most recently ended four fiscal quarters for which internal financial statements are available immediately
preceding the date of such transaction is equal to or less than 2.75 to 1.0; provided further, that such Indebtedness may
be Permitted Second Lien Obligations if, at the time of incurrence and after giving pro forma effect thereto, the Consolidated
Secured Leverage Ratio would be no greater than 4.0 to 1.0; and


 






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(33)Liens
on the Collateral securing:


 


(a)the
Notes (other than Additional Notes issued pursuant to clause (iii) of the definition of Additional Notes), the Guarantees thereof
and other Obligations under this Indenture and in respect thereof and any obligations owing to the Trustee or the Collateral Agent
under this Indenture or the Security Documents;


 


(b) the
Existing Second Lien Notes, the guarantees thereof and other obligations under the Existing Second Lien Indenture and in respect
thereof and any obligations owing to the Existing Second Lien Trustee or the Existing Second Lien Collateral Agent under the Existing
Second Lien Indenture or the Existing Second Lien Security Documents; and


 


(c)obligations
under the First Lien Notes outstanding on the Issue Date and under clause (iii) or clause (iv) of the definition of “First
Lien Obligations”.


 


In each case
set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Permitted Lien on a specified
asset or group or type of assets may include Liens on all improvements, additions, and accessions thereto and all products and
proceeds thereof, including dividends, distributions, interest and increases in respect thereof.


 


For purposes of this
definition, the term “Indebtedness” shall be deemed to include the accrual of interest, accretion of accreted
value or original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified
Stock or Preferred Stock, as applicable, in each case on such Indebtedness for purposes of Section 4.12.


 


“Permitted
Second Lien Obligations” means the Existing Second Lien Notes, the Notes, any New Second Lien Cash Pay Notes and any
Indebtedness secured by a Lien ranking pari passu with the Lien securing the Existing Second Lien Notes and the Notes incurred
under clause (32) of the definition of “Permitted Liens.”


 


“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.


 


“PIK
Interest” means interest on the Notes paid in the form of an increase in the principal amount of the outstanding Notes
or by issuing Additional Notes having an aggregate principal amount equal to the amount of interest then due and owing.


 


“PIK
Notes” means additional Notes issued under this Indenture on the same terms and conditions as the Initial Notes issued
on the Issue Date in connection with a PIK Payment.


 


“PIK
Payment” means an interest payment on the Notes made by increasing the principal amount of the outstanding Notes by an
amount equal to, or by issuing PIK Notes having an aggregate principal amount equal to, the amount of interest then due and owing.


 






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“Preferred
Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or
winding up.


 


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


 


“Purchase
Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or
improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition
of such property or assets, or otherwise.


 


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


 


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


 


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


 


“Record
Date” for the interest payable on any applicable Interest Payment Date means June 1 or December 1 (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 Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.


 


“Regulation
S Permanent Global Note” means a permanent Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend, the OID 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 (or the principal amount of which will be increased) in a denomination equal to the outstanding
principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.


 


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


 


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


 






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“Related
Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided
that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted
Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of
the securities of such Person, such Person would become a Restricted Subsidiary.


 


“Related
Person” means, with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors,
employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates.


 


“Reorganization
Plan” means the Amended Joint Prepackaged Plan of Reorganization under Chapter 11 of the Bankruptcy Code filed by the
Issuer, American Media Operations, Inc. and certain subsidiaries of the Issuer on December 15, 2010.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee
having direct responsibility for the administration of this Indenture, or any other officer 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
Definitive Note” means a Definitive Note bearing the Private Placement Legend.


 


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


 


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


 


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


 


“Restricted
Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that
is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary
ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”


 


“Reversion
Date” means, during any period of time during which the Issuer and the Restricted Subsidiaries are not subject to the
covenants listed in Section 4.13(a) hereof (the “Suspended Covenants”) as a result of a Covenant Suspension,
the date on which one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to
the Notes below an Investment Grade Rating or a Default or Event of Default occurs and is continuing, and after which date the
Suspended Covenants will thereafter be reinstated.


 


“ROFO
Acceleration Holdings Requirement” has the meaning assigned to such term in Section 6.02.


 






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"ROFO
Default" means failure by the Issuer to comply with the provisions of Section 4.24 hereof.


 


“ROFO
Provisions” has the meaning assigned to such term in Section 9.02.


 


“Rule
144” means Rule 144 promulgated under the Securities Act (or any successor rule).


 


“Rule
144A” means Rule 144A promulgated under the Securities Act(or any successor rule).


 


“Rule
903” means Rule 903 promulgated under the Securities Act (or any successor rule).


 


“Rule
904” means Rule 904 promulgated under the Securities Act (or any successor rule).


 


“S&P”
means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.


 


“Sale
and Lease-back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries
of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted
Subsidiary to a third Person in contemplation of such leasing.


 


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


 


“Second
Lien Indebtedness” means (i) the Notes, (ii) the Existing Second Lien Notes and (iii) additional Indebtedness that is
secured by a Lien subordinate to the Lien securing the First Lien Indebtedness.


 


“Secured
Hedge Agreements” means each agreement that governs Hedging Obligations by and between the Issuer or any Guarantor, on
the one hand, and any Hedge Bank from time to time, but only to the extent such agreement is permitted under the Credit Agreement
and constitutes an “Obligation” (as such term is defined under the Credit Agreement); provided, however,
that such Hedging Obligations shall not, solely by virtue of constituting an “Obligation” (as so defined), also constitute
Indebtedness under the Credit Agreement.


 


“Secured
Hedging Obligations” means (i) obligations (including obligations which, but for the automatic stay under Section 362(a)
of the Bankruptcy Code, would become due) and liabilities, whether now existing or hereafter arising (including, without limitation,
indemnities, fees and interest thereon and all interest and fees that accrue on or after the commencement of any Insolvency or
Liquidation Proceeding at the rate provided for in the respective Secured Hedge Agreement, whether or not a claim for post-petition
interest or fees is allowed in any such Insolvency or Liquidation Proceeding), of the Issuer or any Guarantor owing to any Hedge
Bank, now existing or hereafter incurred under, or arising out of or in connection with, any Secured Hedge Agreement (including
all such obligations and indebtedness under any guarantee of any such Secured Hedge Agreement to which the Issuer or such Guarantor
is a party) and (ii) all performance and compliance obligations by the Issuer or any Guarantor under any Secured Hedge Agreement.


 






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“Secured
Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Security
Documents” means the security documents granting a security interest in any assets of any Person to secure the Obligations
(as defined in the Security Documents) under the Notes and the Guarantees as each may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Significant
Subsidiary” means any 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, as such regulation is in effect on the Existing Second
Lien Notes Issue Date.


 


“Similar
Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the
Existing Second Lien Notes Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.


 


“SL
Exchange Notice” has the meaning assigned to such term in Section 13.02(a).


 


“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
or is consolidated under GAAP with such Person at such time; 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.


 


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


 






    	35



    	 



    

 


“Total
Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent
balance sheet of the Issuer.


 


“Total
Consolidated Indebtedness” means the aggregate amount of all Indebtedness of the Issuer and its Restricted Subsidiaries,
outstanding as of such date of determination, determined on a consolidated basis, after giving effect to any incurrence of Indebtedness
and the application of the proceeds therefrom giving rise to such determination (but excluding Indebtedness of the type described
in clause (d) of the definition thereof and Indebtedness issued in payment of interest obligations), less up to $20.0 million of
unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date of determination.


 


“Transaction”
means, the transactions contemplated in the Exchange Agreement, including the exchange of Existing Second Lien Notes for Initial
Notes, the First Lien Notes Refinancing and the Optional Exchanges.


 


“Treasury
Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to December
15, 2013; provided, however, that if the period from the Redemption Date to December 15, 2013 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.


 


“Trustee”
shall have the meaning given to it in the preamble to this Indenture.


 


“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 or Increase/Decrease in the
Principal Amount of 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 and are not required to bear the Private Placement Legend.


 


“Unrestricted
Subsidiary” means:


 


(1)Mr.
Olympia, LLC, Zinczenko-AMI Media Ventures, LLC, and any other Subsidiary of the Issuer which at the time of determination is an
Unrestricted Subsidiary (as designated by the Issuer, as provided below); and


 


(2)any
Subsidiary of an Unrestricted Subsidiary.


 


The Issuer may designate
any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any
Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be
so designated); provided that


 






    	36



    	 



    

 


(1)any
Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that
may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar
function are owned, directly or indirectly, by the Issuer;


 


(2)such
designation complies with Section 4.07 hereof; and


 


(3)each
of:


 


(a)the
Subsidiary to be so designated; and


 


(b)its
Subsidiaries


 


has not at the time of designation,
and does not thereafter, 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 the Issuer or any Restricted Subsidiary (other
than a pledge of the Equity Interests of such Unrestricted Subsidiary).


 


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


 


Subject to the following
proviso, 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 (which
resolution must be certified by the Secretary or an Assistant Secretary of the Issuer) and an Officers’ Certificate certifying
that such designation complied with the foregoing provisions; provided that on the Issue Date, the Issuer has designated
each of Mr. Olympia and LLC, Zinczenko-AMI Media Ventures, LLC to be an Unrestricted Subsidiary and no resolution or Officers’
Certificate is required to be delivered to the Trustee in connection therewith.


 


“Unsecured
Indebtedness” means Indebtedness that is not Secured Indebtedness.


 


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


 


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


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case
may be, at any date, the quotient obtained by dividing:


 






    	37



    	 



    

 


(1)the
sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment
of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by
the amount of such payment; by


 


(2)the
sum of all such payments.


 


“Wholly
Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which
(other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries
of such Person.


 


		Section	1.02       
Other Definitions.





 


	Term	Defined on Page




 





	"incur" or incurrence	82
	“Action”	137
	“Affiliate Transaction”	90
	“Application Period”	88
	“Asset Sale Offer”	89
	“Authentication Order”	46
	“Change of Control Offer”	94
	“Change of Control Payment Date”	95
	“Change of Control Payment”	94
	“Covenant Defeasance”	117
	“DTC”	47
	“Event of Default”	103
	“Excess Proceeds”	89
	“Increase Order”	46
	 “Initial Lien”	93
	“Legal Defeasance”	116
	“Note Register”	47
	“Offer Amount”	69
	“Offer Period”	68
	“Pari Passu Indebtedness”	89
	“Paying Agent”	47
	“Purchase Date”	69
	“Redemption Date”	68
	“Refinancing Indebtedness”	84
	“Registrar”	47
	“Replacement Assets”	89
	“Restricted Payments”	74
	“Security Document Order”	136
	“Successor Company”	100
	“Successor Person”	102
	“Suspended Covenants”	37
	“Treasury Capital Stock”	74







 






    	38



    	 



    

 


 


		Section	1.03       
Limited Incorporation by Reference of Trust Indenture Act. This Indenture is not subject to the mandatory
provisions of the Trust Indenture Act. The provisions of the Trust Indenture Act are not incorporated by reference in or made
a part of this Indenture unless specifically provided herein.





 


		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;


 


(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 hereof) conclusive
in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.


 






    	39



    	 



    

 


(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 the 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 that is 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 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.


 






    	40



    	 



    

 


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 minimum denominations of $1.00 and integral multiples
of $1.00 in excess thereof.


 


(b)              
The terms and provisions contained in the Notes, a form of which is annexed hereto as Exhibit A, shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any reference
to a Guarantor herein shall be deemed to be a reference thereto solely from and after the date of its execution and delivery of
this Indenture or a supplemental indenture hereto in the form of Exhibit D hereto.


 


(c)               
Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including
the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note or Increase/Decrease in the
Principal Amount of the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form
of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests
in the Global Note or Increase/Decrease in the Principal Amount of 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
or Increase/Decrease in the Principal Amount of 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.


 


(d)              
Temporary Global Notes. Notes issued in reliance on Regulation S shall be issued initially in the form of
the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with
the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated
by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:


 






    	41



    	 



    

 


(i)                
a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying
that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during
the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a
beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b)
hereof); and


 


(ii)              
an Officers’ Certificate from the Issuer.


 


Following the
termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication
of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal
amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.


 


(e)               
Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture
is unlimited.


 


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


 


The Notes shall
be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control
Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3 hereof.


 


Additional
Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice
to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same
terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional
Notes (other than PIK Notes issued as a result of a PIK Payment) shall be subject to the Issuer’s compliance with Section
4.09 hereof. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class
for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires
otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually
issued.


 






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(f)               
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 Clearstream shall be applicable to transfers of beneficial
interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream.


 


		Section	2.02       
Execution and Authentication.



 


At least one
Officer 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 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, including any PIK Notes that are actually issued. Such Authentication Order for such Additional
Notes shall specify the amount of the Notes to be authenticated and shall certify that such issuance is in compliance with Sections
4.09 and 4.12 hereof. On any Interest Payment Date on which the Issuer pays PIK Interest (whether with respect to a Definitive
Note or a Global Note) by issuance of PIK Notes, the Trustee shall, upon receipt of an Authentication Order, issue PIK Notes to
Holders for the relevant interest period as of the relevant Record Date for such Interest Payment Date in an aggregate principal
amount equal to the interest payable, rounded up to the nearest $1.00.


 


On any Interest
Payment Date on which the Issuer pays PIK Interest with respect to a Global Note, in lieu of the issuance of PIK Notes, the Issuer
may instruct the Trustee, by delivery of an Issuer Order (an “Increase Order”), to increase the principal amount
of such Global Note by an amount equal to the interest payable, rounded up to the nearest $1.00, for the relevant interest period
on the principal amount of such Global Note as of the relevant Record Date for such Interest Payment Date, to the credit of the
Participants in such Global Note on such Record Date (with further credit to the respective beneficial owners holding Notes through
such Participant), and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such
Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such increase. Such Increase Order for
such PIK Payment shall specify the amount of such increase in such Global Note, the allocation of such amount to be credited to
each Participant in such Global Note and of each beneficial owner in such Participant, and shall certify that such issuance is
in compliance with Sections 4.09 and 4.12 hereof.


 






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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 an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep
a register of the Notes (“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 and the
term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without
prior notice to any Holder.


 


The Issuer
shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such Paying Agent or Registrar. The Issuer
or any of its Subsidiaries may act as Paying Agent or Registrar.


 


The Issuer
initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.
The Issuer initially appoints the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian 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 without duplication,
cash interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent,
it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.


 


		Section	2.05       
Holder Lists.



 


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


 






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		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 Depositary or a nominee of such successor
Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies
the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days (ii)
there shall have occurred and be continuing a Default with respect to the Notes or (iii) the Issuer, in its sole discretion notifies
the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture. Upon the occurrence of any
of the preceding events in (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests
therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the 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 (i), (ii) or (iii) 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), (c) or (f) hereof.


 


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


 


(i)                
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note
in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior
to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not
be made to a U.S. Person or for the account or benefit of a U.S. Person. 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).


 






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


 


(B)             
if the transferee shall 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;
or


 


(C)             
if the transferee shall take delivery in the form of a beneficial interest in an IAI Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, and the transferee
must deliver a certificate in the form of Exhibit E hereto, together with the legal opinion, if any, required thereby.


 






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(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:


 


(A)            
[reserved];


 


(B)             
such transfer is effected pursuant to an effective registration statement under the Securities Act;


 


(C)             
[reserved]; or


 


(D)            
the Registrar receives the following:


 


(1)              
if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for a 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


 


(2)              
if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of a 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
set forth in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


If any such
transfer is effected pursuant to subparagraph (B) or (D) 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 aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (B) or (D) above.


 


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


 


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


 


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


 






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


 


(B)             
if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially
in the form of Exhibit B hereto, including the certifications in item (1) thereof;


 


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


 


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


 


(E)             
if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof;


 


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


 


(G)            
if such beneficial interest is being transferred to an institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate
from such holder in the form of Exhibit E hereto, including the certifications, certificates and legal opinion, if applicable,


 


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, upon receipt of an Authentication Order, 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.


 






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(ii)              
Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A)
and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred
to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and
(B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in
the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or
Rule 904.


 


(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 clauses (i) or (ii) of Section 2.06(a) hereof and if:


 


(A)            
[reserved];


 


(B)             
such transfer is effected pursuant to an effective registration statement under the Securities Act;


 


(C)             
[reserved]; or


 


(D)            
the Registrar receives the following:


 


(1)              
if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for 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


 


(2)              
if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of 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 set forth
in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.


 


(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 clauses (i), (ii) or (iii) of Section 2.06(a) 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, upon receipt of an Authentication Order, 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.


 






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


 


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


 


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


 






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(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)(c)
thereof; or


 


(G)            
if such Restricted Definitive Note is being transferred to an institutional Accredited Investor in reliance on an
exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above,
a certificate from such holder in the form of Exhibit E hereto, including the certifications, certificates and legal opinion,
if applicable,


 


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, in the case of clause
(C) above, the applicable Regulation S Global Note and in the case of clause (G) above, the applicable IAI 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:


 


(A)            
[reserved];


 


(B)             
such transfer is effected pursuant to an effective registration statement under the Securities Act;


 


(C)             
[reserved]; or


 


(D)            
the Registrar receives the following:


 


(1)              
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


 


(2)              
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;


 


and, in each such case set forth
in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.


 






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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 subparagraph (ii)(B), (ii)(D) 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. 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 shall 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 shall 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;


 


(C)             
if the transfer shall 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; or


 






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(D)            
if such Restricted Definitive Note is being transferred to an institutional Accredited Investor in reliance on an
exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above,
a certificate from such holder in the form of Exhibit E hereto, including the certifications, certificates and legal opinion,
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:


 


(A)            
[reserved];


 


(B)             
such transfer is effected pursuant to an effective registration statement under the Securities Act;


 


(C)             
[reserved]; or


 


(D)            
the Registrar receives the following:


 


(1)              
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


 


(2)              
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;


 


and, in each such case
set forth in this subparagraph (D), if the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer
to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


(iii)            
Unrestricted 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:


 






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(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 therefor) shall bear the legend in substantially the following form:


 


“THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR OR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS IN THE CASE OF REGULATION
S SECURITIES, AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE
OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”


 


(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), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) shall not bear the Private Placement Legend.


 






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(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.”


 


(iii)            
Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially
the following form:


 


“THE RIGHTS ATTACHING
TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
AS SPECIFIED IN THE INDENTURE.”


 


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


 






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“FOR PURPOSES OF
SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE
DISCOUNT.” BEGINNING TEN DAYS AFTER THE ISSUE DATE, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER HEREOF ANY INFORMATION
REGARDING THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, AMOUNT OF ORIGINAL ISSUE DISCOUNT (AND ANY OTHER INFORMATION REQUIRED
TO BE MADE AVAILABLE TO THE HOLDER PURSUANT TO U.S. TREASURY REGULATIONS), UPON THE WRITTEN REQUEST OF SUCH HOLDER DIRECTED TO
THE ISSUER, C/O AMERICAN MEDIA, INC., 4 NEW YORK PLAZA, NEW YORK, NEW YORK 10004, ATTENTION: GENERAL COUNSEL.”


 


(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 shall 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 shall 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.


 


(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 or the Trustee may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).


 


(iii)            
Neither the Registrar, the Trustee 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.


 






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(v)              
Neither the Issuer, the Registrar nor the Trustee shall 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, the Registrar 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, without duplication, interest on such Notes and for all other purposes,
and none of the Trustee, the Registrar, 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, upon receipt of an Authentication Order, 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, upon receipt of an Authentication
Order, 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.


 


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


 


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


 


(xii)          
The Trustee shall have no responsibility or obligation to any Participant or Indirect Participant or any other Person
with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect
Participant or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any
amount, 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 under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary
or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through
the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying
upon information furnished by the Depositary with respect to its Participants or Indirect Participants.


 






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(xiii)        
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including
any transfers between or among Participants or Indirect Participants in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by,
the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 


		Section	2.07       
Replacement Notes.



 


If any mutilated
Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the ownership
and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the Trustee determined for itself and the Issuer determined
for itself to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced. The Issuer and/or the Trustee 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. A Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer
holds the Note.


 






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


 


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


 


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


 


		Section	2.09       
Treasury Notes.



 


In determining
whether the Holders of the required principal amount of the 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 outstanding unless they have been delivered by the Issuer
to the Trustee for cancellation pursuant to Section 2.11. Upon request of the Trustee, the Issuer shall furnish to the Trustee
promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Issuer to be owned or held by or
for the account of any of the Issuer or any Affiliate of the Issuer, and the Trustee shall be entitled to accept and rely upon
such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed
therein are outstanding for the purpose of any determination.


 


		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 considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Issuer shall prepare and the Trustee shall, upon receipt of an Authentication Order, authenticate definitive Notes in
exchange for temporary Notes.


 


Holders and
beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial
holders, respectively, of Notes under this Indenture.


 


		Section	2.11       
Cancellation.



 


The Issuer
at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the
Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all cancelled Notes shall be delivered to the Issuer upon the Issuer’s 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.


 






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		Section	2.12       
Defaulted Interest.



 


If the Issuer
defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at
the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall
make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Issuer
shall fix or cause to be fixed 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 Issuer shall promptly notify the
Trustee in writing 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 and ISIN Numbers.



 


The Issuer
in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or
ISIN numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that
reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected
by any defect in or omission of such numbers; provided further, that if any Additional Notes are not fungible with the Initial
Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP and/or ISIN number. The Issuer shall
as promptly as practicable notify the Trustee of any change in the CUSIP and/or ISIN numbers.


 


		Section	2.14       
Calculation of Principal Amount of Notes.



 


The aggregate
principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes (including, for the avoidance
of doubt, the principal amount of all PIK Notes issued following the Issue Date and outstanding at such date of determination and
all increases to the principal amounts of the Global Notes as a result of any PIK Payments following the Issue Date) 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 then outstanding, 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 and Sections 2.08 and 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 Officers’ Certificate.


 






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		Section	2.15       
Issuance of PIK Notes.



 


(a)   
The Issuer shall be entitled to issue PIK Notes under this Indenture as interest on the Notes as and to the extent
set forth in Section 2.15(b).


 


(b)  
Interest payable on the Notes outstanding from time to time from the Issue Date to, but not including, the Cash Pay
Conversion Date shall be payable only in the form of PIK Interest. From the Cash Pay Conversion Date until maturity, interest on
the Notes outstanding from time to time shall be payable at a rate of 13.5% per annum in the form of cash interest. If the Cash
Pay Conversion Date is prior to December 15, 2016, the Issuer shall deliver to the Trustee and the Paying Agent (if other than
the Trustee) an Officers’ Certificate providing notice of the occurrence of the Cash Pay Conversion Date within five Business
Days after the occurrence of the Cash Pay Conversion Date. The Trustee shall promptly deliver a corresponding notice to Holders
of the Notes. With respect to the payment of PIK Interest, no later than two (2) Business Days prior to the relevant Interest Payment
Date, the Issuer shall deliver to the Trustee and the Paying Agent (if other than the Trustee), (i) in the case of Definitive Notes,
the required principal amount of PIK Notes in the form of Definitive Notes (rounded up to the nearest whole dollar) and an Authentication
Order to authenticate and deliver such PIK Notes as Additional Notes under the Indenture or (ii) in the case of Global Notes, an
Increase Order to increase the outstanding principal amount of Notes by the required amount (rounded up to the nearest whole dollar)
(or, if necessary, pursuant to the requirements of the Depositary or otherwise to authenticate and deliver such new Global Notes).


 


(c)   
Any PIK Notes shall, after being executed and authenticated pursuant to Section 2.02, be (i) if such PIK Notes are
Definitive Notes, mailed to the person entitled thereto as shown on the Note Register for the Definitive Notes as of the relevant
Record Date or (ii) if such PIK Notes are Global Notes, deposited into the account specified by the Holder or Holders thereof as
of the relevant Record Date. Alternatively, in connection with any PIK Payment with respect to Global Notes, the Issuer may direct
the Paying Agent to make appropriate amendments to the schedule of principal amounts of the relevant Global Notes outstanding for
which PIK Interest will be paid and arrange for deposit into the account specified by the Issuer with respect to the Participant(s)
and beneficial owner(s) with respect to such Global Note as of the relevant Record Date.


 


(d)  
Payment shall be made in such form and terms as specified in this Section 2.15 and the Issuer shall and the Paying
Agent may take additional steps as is necessary to effect such payment. For the avoidance of doubt, prior to the Cash Pay Conversion
Date, PIK Interest shall accrue on, and be payable with respect to, all Notes (including PIK Notes previously issued) then outstanding
and the aggregate principal amount of all Global Notes (including PIK Interest that has been capitalized thereto).


 






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		Section	2.16       
Tax Considerations for Holders.



 


The Issuer
or Paying Agent may request at any time that (i) Holders who are “United States persons” within the meaning of Section
7701(a)(30) of the Code provide a properly completed and duly executed U.S. Internal Revenue Service Form W-9 (or valid substitute
form), (ii) Holders who are not “United States persons” within the meaning of Section 7701(a)(30) of the Code provide
a properly completed and duly executed U.S. Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY (or valid substitute form),
and (iii) all Holders provide such other documentation as prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Code). If any applicable law (as determined in the good faith discretion of, as applicable, the Issuer or Paying Agent)
requires the deduction or withholding of any tax from any payment by the Issuer or Paying Agent, including as a result of a Holder
failing to supply any requested documentation as prescribed by applicable law, then the Issuer or Paying Agent, as applicable,
shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant
taxing authority in accordance with applicable law.


 


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 2 Business Days before notice
of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days
before a Redemption Date, an Officers’ Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section
of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes
to be redeemed and (iv) the redemption price.


 


		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, the Trustee 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, (b) if the Notes are not so listed, on a pro rata
basis to the extent practicable or (c) by lot or by such other similar method in accordance with the procedures of DTC. 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 the Trustee from the outstanding Notes
not previously called for redemption or purchase.


 






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The Trustee
shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected
for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected
shall be in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof; 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
$1.00, 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.



 


Subject to
Section 3.09 hereof, notices of redemption shall be mailed by the Issuer by first-class mail, postage prepaid, 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 notices of redemption may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection
with Article 8 or Article 12 hereof.


 


The notice
shall be prepared by the Issuer, shall identify the Notes 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 shall 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; and


 


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


 


In addition,
if such redemption is subject to the satisfaction of one or more conditions precedent, such notice of redemption shall describe
each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed
until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied by the stated Redemption Date, or by the Redemption
Date as so delayed.


 






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At the Issuer’s
request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the
Issuer shall have delivered to the Trustee, at least 2 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 the Trustee), an Officers’
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.


 


		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 (i) when given in connection with a transaction (or series of related transactions)
that constitutes a Change of Control, in which case such notice of redemption may, at the Issuer’s discretion, be subject
to one or more conditions precedent, including, but not limited to, completion of the Change of Control or (ii) as provided for
in Section 3.07(f) 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.



 


Prior to 10:00
a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or 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 Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying
Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all
Notes to be redeemed or purchased.


 


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 Date, then, without duplication, 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 amount,
from the redemption or purchase date until such principal amount is paid, and to the extent lawful on any interest accrued to the
redemption or purchase date not paid on such unpaid principal amount, in each case at the rate provided in the Notes and in Section
4.01 hereof.


 






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		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, upon receipt of an Authentication
Order, 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 shall be in a minimum principal amount of $1.00 and integral multiples of $1.00 in excess thereof. It is understood
that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or
Officers’ Certificate is required for the Trustee to authenticate such new Note.


 


		Section	3.07       
Optional Redemption.



 


(a)               
At any time and from time to time prior to December 15, 2013, the Issuer may redeem up to 35% of the original principal
amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more
Equity Offerings at a redemption price of 113.500% of the principal amount thereof plus accrued and unpaid interest, 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); provided that


 


(1)              
at least 65% of the original principal amount of the Notes remains outstanding after each such redemption; and


 


(2)              
the redemption occurs within 90 days after the closing of such Equity Offering.


 


(b)              
At any time prior to December 15, 2013 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 the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest
thereon, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the
relevant Record Date to receive interest due on the relevant Interest Payment Date.


 


(c)               
[Reserved].


 


(d)              
On or after December 15, 2013, the Issuer may redeem the Notes, in whole or in part, upon notice as described in
Section 3.03 hereof, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set
forth below plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record
on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month
period beginning on December 15 of each of the years indicated below:


 


	Year	 	 	Percentage	 
	 	2013	 	 	 	110.125	%
	 	2014	 	 	 	106.750	%
	 	2015	 	 	 	103.375	%
	 	2016 and thereafter	 	 	 	100.000	%



 






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(e)               
[Reserved].


 


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


 


		Section	3.08       
Mandatory Redemption.



 


The Issuer
shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, (a) the Issuer
may be required to offer to purchase the Notes pursuant to Sections 4.10 and 4.14 hereof and (b) the Issuer may at any time and
from time to time purchase Notes in the open market or otherwise.


 


		Section	3.09       
Offers to Repurchase by Application of Excess Proceeds.



 


(a)               
In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer,
it shall follow the procedures specified below.


 


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


 


(c)               
If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued
and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the
close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the
Asset Sale Offer.


 


(d)              
Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to each of the
Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required, holders of Pari
Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


(i)                
that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time
the Asset Sale Offer shall remain open;


 






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


 


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


 


(iv)            
that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer shall cease to accrue interest after the Purchase Date;


 


(v)              
that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased
in denominations of $1.00 or integral multiples of $1.00 in excess thereof;


 


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


 


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


 


(viii)        
that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds
the Offer Amount, the Issuer shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis
based on the principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate
by the Issuer so that only Notes in denominations of $1.00 or integral multiples of $1.00 in excess thereof, shall be purchased);
and


 


(ix)            
that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.


 


(e)               
On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata
basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee
the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions
thereof so tendered.


 


(f)               
The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering
Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase,
and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and
mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding
anything in this Indenture to the contrary, no Opinion of Counsel or Officers’ Certificate is required for the Trustee to
authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered
representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in denominations
of $1.00 or integral multiples of $1.00 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the
Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable
after the Purchase Date.


 






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Other than
as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made
pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.


 


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, without duplication, interest on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and cash 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. (New York City 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 cash
interest then due. PIK Interest shall be paid in the manner provided in Section 2.15. Any PIK Payment shall be considered paid
on the date due, (a) with respect to PIK Interest on any Definitive Note, if the Issuer has delivered the appropriate amount of
PIK Notes and an Authentication Order therefor to the Trustee on or prior to such date, and (b) with respect to PIK Interest on
any Global Note, automatically by increasing the principal amount of such Global Note in an amount equal to such PIK Interest,
the Trustee evidencing such payment pursuant to this clause (b) by making appropriate amendments to the schedule of principal amounts
of such Global Note pursuant to Section 2.02 hereof.


 


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 an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar)
where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the 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.


 






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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. 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)               
Whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Issuer will file with the SEC (subject to the next sentence) and provide the Trustee and Holders of the Notes with such annual
and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to
such Sections, such reports to be so filed and provided within the times specified for the filings of such reports for non-accelerated
filers under such Sections and containing, in all material respects, all the information, audit reports and exhibits required for
such reports. If at any time, the Issuer is not subject to the periodic reporting requirements of the Exchange Act for any reason,
the Issuer will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods
required unless the SEC will not accept such a filing. The Issuer agrees that it will not take any action for the purpose of causing
the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason,
the Issuer will post the reports specified in the preceding sentence on its website within the time periods that would apply for
non-accelerated filers if the Issuer were required to file those reports with the SEC.


 


(b)              
In addition, in the event that:


 


(1)              
the rules and regulations of the SEC permit a parent entity that becomes a Guarantor to report at such parent entity’s
level on a consolidated basis; and


 


(2)              
such parent entity is not engaged in any business in any material respect other than incidental to its ownership
of the capital stock of the Issuer,


 


such consolidated
reporting by such parent entity in a manner consistent with this Section 4.03 for the Issuer will satisfy this Section 4.03.


 


(c)               
Notwithstanding the foregoing, the Issuer will not be required to furnish any information, certificates or reports
required by Items 307 or 308 of Regulation S-K or Item 3-10 of Regulation S-X, unless otherwise required by the rules and regulations
of the SEC.


 






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(d)              
In addition, the Issuer will furnish to the Holders of Notes and to prospective investors, upon the requests of such
Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are
not freely transferable under the Securities Act.


 


(e)               
[Reserved]


 


(f)               
Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any
of its obligations hereunder for purposes of clause (3) under Section 6.01(a) hereof until 120 days after the date any report hereunder
is required to be made available to the Trustee and the Holders pursuant to this Section 4.03.


 


		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 commencing with the fiscal year ending March 31, 2014, a certificate from the principal executive officer, principal financial
officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during
the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer
has kept, observed, performed and fulfilled its 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 is not in default in the performance or observance of any of the terms,
provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which
he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).


 


(b)              
When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other
evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default,
the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified
mail or by facsimile transmission an Officers’ Certificate specifying such event and what action the Issuer is taking or
proposes to take with respect thereto.


 


		Section	4.05       
Taxes.



 


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


 


		Section	4.06       
Stay, Extension and Usury Laws.



 


The Issuer
and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or
at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of
the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and
covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.


 






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		Section	4.07       
Limitation on Restricted Payments.



 


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


 


(I)declare
or pay any dividend or make any payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’
Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:


 


(a)               
dividends, payments or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock)
of the Issuer; or


 


(b)              
dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment
or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly
Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend payment or
distribution in accordance with its Equity Interests in such class or series of securities;


 


(II)
purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect
parent of the Issuer, including in connection with any merger or consolidation, other than purchases, redemptions, defeasances
and other acquisitions and retirements of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by
a Restricted Subsidiary of the Issuer);


 


(III)
make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value or give any irrevocable
notice of redemption with respect thereto, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any
Unsecured Indebtedness, other than:


 


(a)Indebtedness
permitted under clauses (7) and (8) of Section 4.09(b);


 


(b)the
payment, redemption, repurchase, defeasance or other acquisition or retirement for value of Unsecured Indebtedness made in anticipation
of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date
of such payment, redemption, repurchase, defeasance or other acquisition or retirement for value; or


 






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(c)the
giving of an irrevocable notice of redemption with respect to the transactions described in clauses (a) and (b) above and (2) and
(3) of Section 4.07(b); or


 


(IV)
make any Restricted Investment


 


(all such payments and other
actions set forth in clauses (I) through (IV) (other than any exception thereto in clauses (I) and (III)) above being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:


 


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


 


(2)              
immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a); and


 


(3)              
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and
its Restricted Subsidiaries after the Existing Second Lien Notes Issue Date (including Restricted Payments permitted by clauses
(1) and (10) of Section 4.07(b), but excluding all other Restricted Payments permitted by Section 4.07(b)), is less than the sum
of (without duplication):


 


(a)               
EBITDA of the Issuer and its Restricted Subsidiaries on a consolidated basis for the period (taken as one accounting
period) beginning on January 1, 2011, to the end of the Issuer’s most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment, less the product of 1.4 times the Consolidated Interest Expense
of the Issuer and its Restricted Subsidiaries for the same period; provided that the amount, if positive, of this clause
(a) shall only be included in the calculation for this clause (3) when the Consolidated Secured Leverage Ratio for the Issuer and
its Restricted Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters for which internal financial
statements are available immediately preceding the date of such transaction would have been less than 4.00 to 1.00; plus


 


(b)              
100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property or assets
received by the Issuer since immediately after the Existing Second Lien Notes Issue Date (other than net cash proceeds to the extent
such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of
Section 4.09(b) hereof) from the sale of:


 


(i)                
(A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value
of marketable securities or other property or assets received from the sale of Equity Interests to members of management, directors
or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the
Existing Second Lien Notes Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with
clause (4) of Section 4.07(b) hereof; and


 






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(B)             
to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s
direct or indirect parent companies (excluding contributions to the extent such amounts have been applied to Restricted Payments
made in accordance with clause (4) Section 4.07(b) hereof); or


 


(ii)
debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer (or any direct
or indirect parent company of the Issuer);


 


provided, however,
that this clause (b) shall not include the proceeds from (X) Equity Interests or convertible debt securities of the Issuer sold
to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified
Stock or (Z) Excluded Contributions; plus


 


(c)100%
of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital
of the Issuer following the Existing Second Lien Notes Issue Date (other than net cash proceeds to the extent such net cash proceeds
have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof)
(other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus


 


(d)100%
of the aggregate amount received in cash and the fair market value of marketable securities or other property received after the
Existing Second Lien Notes Issue Date by means of:


 


(i)the
sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or
its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries
and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted
Subsidiaries, in each case after the Existing Second Lien Notes Issue Date; or


 


(ii)
the sale (other than to the Issuer or a Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or a distribution
from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary constituted
a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Existing Second Lien Notes Issue Date; plus



 






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(e)in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Existing Second Lien Notes Issue
Date, the fair market value of the Investment in such Unrestricted Subsidiary (which, if the fair market value of such Investment
may exceed $50.0 million, shall be set forth in writing by an Independent Financial Advisor) at the time of the redesignation of
such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in
such Unrestricted Subsidiary constituted a Permitted Investment hereunder.


 


(b)              
The foregoing provisions shall not prohibit:


 


(1)              
the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after
the date of declaration thereof or the giving of the irrevocable redemption notice, as applicable, if at the date of declaration
or notice such payment would have complied with the provisions of this Indenture;


 


(2)              
the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests (“Treasury
Capital Stock”) or Unsecured Indebtedness of the Issuer or a Guarantor in exchange for, or out of the proceeds of the
substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any of its direct or
indirect parent companies (in each case, other than any Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition will be excluded from clause (3)(b)
of Section 4.07(a) above;


 


(3)              
the redemption, repurchase, defeasance or other acquisition or retirement of Unsecured Indebtedness of the Issuer
or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Unsecured Indebtedness
of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:


 


(a)               
the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount
(or accreted value, if applicable) of, plus any accrued and unpaid interest, if any, on the Unsecured Indebtedness being so redeemed,
repurchased, defeased, acquired or retired for value, plus the amount of any reasonable premium paid (including reasonable tender
premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Unsecured
Indebtedness;


 


(b)              
such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date
of the Unsecured Indebtedness being so redeemed, repurchased, defeased, acquired or retired; and


 


(c)               
such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average
Life to Maturity of the Unsecured Indebtedness being so redeemed, repurchased, defeased, acquired or retired;


 






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(4)              
a Restricted Payment to pay for the repurchase, redemption, defeasance or other acquisition or retirement for value
of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any
future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect
parent companies (or any permitted transferee of any of the foregoing) pursuant to any management equity plan or stock option plan
or any other management or employee benefit plan or agreement; provided, however, that the aggregate amounts paid
under this clause (4) do not exceed in any calendar year $5.0 million (with unused amounts in any calendar year being carried over
to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $10.0 million in any calendar
year); provided further that such amount in any calendar year may be increased by an amount not to exceed:


 


(a)               
the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent
contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members
of management, directors or consultants of the Issuer, any of its direct or indirect parent companies or any of its Subsidiaries
that occurs after the Existing Second Lien Notes Issue Date, to the extent the cash proceeds from the sale of such Equity Interests
have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus


 


(b)              
the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after
the Existing Second Lien Notes Issue Date; less


 


(c)               
the amount of any Restricted Payments made in any prior fiscal year pursuant to clauses (a) and (b) of this clause
(4);


 


(5)              
the declaration and payment of dividends to holders of, and any redemption or repurchase at maturity or upon any
mandatory redemption event of, any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or
any class or series of Preferred Stock of a Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such
dividends are included in the definition of “Consolidated Interest Expense”;


 


(6)              
repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests
represent a portion of the exercise price of such options or warrants;


 


(7)              
the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct
or indirect parent entity to fund a payment of dividends on the Issuer’s common stock), following the consummation of the
first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies
after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such
public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than
any public sale constituting an Excluded Contribution;


 






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(8)              
other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant
to this clause (8) not to exceed $15.0 million;


 


(9)              
Restricted Payments that are made with Excluded Contributions;


 


(10)          
 (10) the payment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Unsecured
Indebtedness required in accordance with provisions applicable thereto similar to those described under Sections 4.10 and 4.14
hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as
applicable, have been repurchased, redeemed or acquired for value;


 


(11)          
[Reserved]; and


 


(12)          
the declaration and payment of dividends by the Issuer or a Restricted Subsidiary to, or the making of loans to,
any of their respective direct or indirect parents in amounts required for any direct or indirect parent companies to pay, in each
case without duplication,


 


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


 


(b)              
federal, foreign, state and local income taxes to the extent such income taxes are attributable to the income of
the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries,
in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided
that, in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted
Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes for such fiscal year were the
Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately
from any parent entity at the highest combined applicable, federal, foreign, state and local tax rate for such fiscal year;


 


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


 


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


 






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(e)               
fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such
parent entity;


 


provided, however,
that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (8) and (10) of this Section 4.07(b),
no Default shall have occurred and be continuing or would occur as a consequence thereof.


 


As of the Issue
Date, the Issuer has designated Mr. Olympia, LLC and Zinczenko-AMI Media Ventures, LLC as Unrestricted Subsidiaries for purposes
of the Indenture. Other than such Unrestricted Subsidiaries, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries.
The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of
“Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary,
all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated
shall be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of “Investment.”
Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant
to Section 4.07(a) hereof or under clause (8) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,”
and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject
to any of the restrictive covenants set forth in this Indenture.


 


		Section	4.08       
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.



 


(a)               
The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction
on the ability of any such Restricted Subsidiary that is not a Guarantor to:


 


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


 


(B)             
pay any Indebtedness owed to the Issuer or any of the Restricted Subsidiaries;


 


(1)              
make loans or advances to the Issuer or any of the Restricted Subsidiaries; or


 


(2)              
sell, lease or transfer any of its properties or assets to the Issuer or any of the Restricted Subsidiaries.


 


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


 


(1)              
contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement,
the First Lien Notes, the Existing Second Liens Notes and the related documentation;


 






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(2)              
this Indenture, the Notes and the Guarantees;


 


(3)              
Purchase Money Obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations
that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired and related
assets;


 


(4)              
applicable law or any applicable rule, regulation or order;


 


(5)              
any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence
at the time of such acquisition or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection
with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance
or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries,
or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed and related assets;


 


(6)              
contracts for the sale of assets or Capital Stock, including customary restrictions with respect to a Subsidiary
of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock or assets of
such Subsidiary, that impose restrictions on the assets to be sold or the assets of such Subsidiary;


 


(7)              
 Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof
that limits the right of the debtor to dispose of the assets securing such Indebtedness;


 


(8)              
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business;


 


(9)              
other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent
to the Issue Date pursuant to the provisions of Section 4.09 hereof that imposes restrictions solely on Foreign Subsidiaries or
their Subsidiaries party thereto;


 


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


 


(11)          
customary provisions contained in leases or licenses of intellectual property and other agreements, in each case,
entered into in the ordinary course of business;


 


(12)          
other Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or Preferred Stock of
any Restricted Subsidiary that is incurred subsequent to the Issue Date and permitted pursuant to Section 4.09 hereof; provided
that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s
ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the
Board of Directors of the Issuer);


 






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(13)          
any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) above imposed
by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the
contracts, instruments or obligations referred to in clauses (1) through (12) of this Section 4.08(b); provided that such
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the
good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken
as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement
or refinancing; and


 


(14)          
restrictions or conditions of the type contained in clause (3) of Section 4.08(a) hereof contained in any trading,
netting, operating, construction, service, supply, purchase or other agreement to which the Issuer or any Restricted Subsidiary
is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely
the property or assets of the Issuer or such Restricted Subsidiary that is the subject of such agreement, the payment rights arising
thereunder or the proceeds thereof and does not extend to any other asset or property of such Restricted Subsidiary or the assets
or property of the Issuer or any other Restricted Subsidiary.


 


		Section	4.09       
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.



 


(a)               
The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create,
incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur
or  incurrence "  ” and collectively, an “incurrence”) with respect to any Indebtedness (including
Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary
to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness
(including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including
Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio
on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which
internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or
such Disqualified Stock or Preferred Stock is issued would have been less than 4.50 to 1.00, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified
Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning
of such four-quarter period; provided, further, that the amount of Indebtedness (including Acquired Indebtedness)
that may be incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.09(a) by Restricted
Subsidiaries that are not Guarantors shall not exceed $10.0 million at any one time outstanding.


 


(b)              
The provisions of Section 4.09(a) hereof shall not apply to:


 






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(1)              
Indebtedness under the Credit Agreement incurred in an aggregate principal amount not to exceed $40.0 million outstanding
at any one time;


 


(2)              
Indebtedness under (a) the First Lien Notes and the First Lien Notes Indenture, in an aggregate principal amount
not to exceed, as of any date of determination, the sum of (i) $365,000,000 (which is the aggregate principal amount outstanding
on the Issue Date), minus (ii) the aggregate principal amount of First Lien Notes acquired by the Issuer or any of its Subsidiaries
following the Issue Date, including in connection with First Lien Note Repurchases pursuant to Section 4.23 hereof, minus
(iii) the aggregate principal amount of First Lien Notes exchanged by the Issuer upon the closing of its exercise of the Optional
First Lien Note Exchange (and, to the extent the Participating Holders deliver cash in lieu of First Lien Notes in connection with
such exercise, the amount of such cash payment attributable to the principal amount of First Lien Notes required to be exchanged);
provided that, notwithstanding the foregoing, in connection with any acquisition of assets permitted by this Indenture (including
acquisitions made through a Permitted Investment) that is made following the Issue Date, the Issuer may incur additional First
Lien Notes or other First Lien Indebtedness if the First Lien Indenture First Lien Leverage Ratio for the Issuer and its Restricted
Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters for which internal financial statements are
available immediately preceding the date of such transaction (calculated on a pro forma basis immediately after giving effect to
such transaction but excluding, for purposes of the calculation of Pari Passu Lien Indebtedness (as defined in the First Lien Indenture),
Indebtedness under the Credit Agreement) does not exceed the First Lien Indenture First Lien Leverage Ratio immediately prior to
giving effect to such transaction (excluding, for purposes of the calculation of Pari Passu Lien Indebtedness (as defined in the
First Lien Indenture), Indebtedness under the Credit Agreement), (b) the Existing Second Lien Notes and the Existing Second Lien
Indenture in an aggregate principal amount not to exceed the aggregate principal amount outstanding on the Issue Date after the
issuance of the Initial Notes and the cancellation by the Issuer and the Existing Second Lien Trustee of the Existing Second Lien
Notes exchanged therefor, (c) the Notes (including any PIK Notes issued from time to time as payment of PIK Interest on the Notes
and any increase in the principal amount of Notes as a result of a PIK Payment and including any Additional Notes issued pursuant
to the Optional First Lien Note Exchange but excluding any Additional Notes issued pursuant to clause (iii) of the definition thereof),
(d) the New Second Lien Cash Pay Notes and (e) any guarantee by a Guarantor of any of the foregoing in this clause (2);


 


(3)              
Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Existing Second Lien Notes Issue Date
after giving effect to the consummation of the Reorganization Plan (other than Indebtedness described in clauses (1) and (2) of
this Section 4.09(b));


 


(4)              
Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations), Disqualified Stock and Preferred
Stock incurred by the Issuer or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real
or personal) or equipment (other than software) 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, provided that the aggregate amount of Indebtedness, Disqualified
Stock and Preferred Stock incurred pursuant to this clause (4) when aggregated with then outstanding amount of Indebtedness under
clause (13) below incurred to refinance Indebtedness initially incurred in reliance on this clause (4) does not exceed $15.0 million
at any one time outstanding;


 






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(5)              
Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations
with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’
compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation
claims; provided, however, that such letters of credit are not drawn;


 


(6)              
Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification,
adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any
business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of
such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that the
maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds
(the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent
changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;


 


(7)              
Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted
Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that
any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another
Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an
incurrence of such Indebtedness not permitted by this clause (7);


 


(8)              
Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a
Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated
in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer
of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary
or any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such
Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted
by this clause (8);


 


(9)              
shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary issued to the Issuer or another Restricted
Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any
such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred
Stock or Disqualified Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be
an issuance of such shares of Preferred Stock or Disqualified Stock not permitted by this clause (9);


 






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(10)          
Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting
interest rate risk, exchange rate risk or commodity pricing risk;


 


(11)          
obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer
or any of its Restricted Subsidiaries in the ordinary course of business;


 


(12)          
(a) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer in an aggregate principal
amount or liquidation preference equal to 100.0% of the net cash proceeds received by the Issuer and its Restricted Subsidiaries
since immediately after the Existing Second Lien Notes Issue Date from the issue or sale of Equity Interests of the Issuer or any
direct or indirect parent entity of the Issuer (which proceeds are contributed to the Issuer or a Restricted Subsidiary) or cash
contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests
or contributions received from the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c)
of Section 4.07(a) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted
Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) or to make Permitted Investments (other
than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock
of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise
permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount
and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant
to this clause (12)(b), does not at any one time outstanding exceed $25.0 million;


 


(13)          
the incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness, Disqualified Stock or Preferred
Stock which serves to refund or refinance (whether by payment, purchase, redemption, defeasance or other acquisition or retirement)
any Indebtedness, Disqualified Stock or Preferred Stock incurred or outstanding as permitted under Section 4.09(a) hereof and clauses
(2), (3), (4), (6), (10) and (12)(a) above and this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or
Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional
Indebtedness, Disqualified Stock or Preferred Stock incurred or outstanding to pay accrued interest; premiums (including reasonable
tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to
its respective maturity; provided, however, that such Refinancing Indebtedness:


 






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


 


(b)              
to the extent such Refinancing Indebtedness refinances (i) First Lien Indebtedness, such Refinancing Indebtedness
shall be First Lien Indebtedness, Second Lien Indebtedness or Unsecured Indebtedness, (ii) Unsecured Indebtedness or constitutes
other Permitted Second Lien Obligations, such Refinancing Indebtedness also constitutes Unsecured Indebtedness or constitutes other
Permitted Second Lien Obligations, as the case may be; provided that Refinancing Indebtedness of the Existing Second Lien
Notes may be First Lien Indebtedness, or (iii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified
Stock or Preferred Stock, respectively, and


 


(c)               
shall not include:


 


(i)Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of the Issuer;


 


(ii)
Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer, that is not a Guarantor that refinances
Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or


 


(iii)
Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness,
Disqualified Stock or Preferred Stock of a Restricted Subsidiary;


 


and provided,
further that subclause (a) of this clause (13) shall not apply to any refunding or refinancing of any First Lien Obligations
(except in connection with a First Lien Notes Refinancing);


 


(14)          
Indebtedness, Disqualified Stock or Preferred Stock of a Person incurred and outstanding on or prior to the date
on which such Person was acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary
in accordance with the terms of this Indenture; provided that such Indebtedness, Disqualified Stock or Preferred Stock is
not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized
to consummate, such acquisition or merger; and provided, further, that after giving effect to such acquisition or
merger, either


 


(a)               
the Consolidated Secured Leverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis for
the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date
of such transaction does not exceed 4.00 to 1.00, or


 






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(b)              
(b)(i) the Consolidated Secured Leverage Ratio is equal to or less than such ratio immediately prior to such acquisition
or merger and (ii) the Consolidated Leverage Ratio is equal to or less than such ratio immediately prior to such acquisition or
merger;


 


(15)          
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within
two Business Days of its incurrence;


 


(16)          
Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant
to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit;


 


(17)          
(a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted
Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of
this Indenture, or


 


(b)any
guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided that such guarantee is incurred in accordance
with Section 4.15;


 


(18)          
Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums
or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;


 


(19)          
Indebtedness consisting of Indebtedness issued by the Issuer or any of the Restricted Subsidiaries to current or
former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance
the purchase or redemption of Equity Interests of the Issuer, a Restricted Subsidiary or any of their direct or indirect parent
companies to the extent described in clause (4) of Section 4.07(b);


 


(20)          
customer deposits and advance payments received in the ordinary course of business from customers for goods purchased
in the ordinary course of business; and


 


(21)          
Indebtedness owed on a short term basis of no longer than 30 days to banks and other financial institutions incurred
in the ordinary course of business of the Issuer and the Restricted Subsidiaries with such banks or financial institutions that
arises in connection with ordinary banking arrangements to manage cash balances of the Issuer and the Restricted Subsidiaries.


 


For purposes
of determining compliance with this Section 4.09:


 


(1)              
in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the
criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses
(1) through (21) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its
sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion
thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock
under Section 4.09(a) hereof or in one of the above clauses under Section 4.09(b) hereof; provided that all Indebtedness
outstanding under the Credit Agreement on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section
4.09(b) hereof; and


 






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(2)              
at the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than
one of the types of Indebtedness described in Section 4.09(a) and (b) hereof.


 


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


 


For purposes
of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange
rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving
credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency,
and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not
to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of
such Indebtedness being refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance
costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness.


 


The principal
amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing.


 


For the purpose
of this Indenture, (1) Unsecured Indebtedness shall not be deemed to be subordinated or junior to Secured Indebtedness merely because
it is unsecured, (2) senior Indebtedness that is Secured Indebtedness shall not be deemed to be subordinated or junior to any other
senior Indebtedness that is Secured Indebtedness merely because it has a junior priority with respect to the same collateral, (3)
any Indebtedness shall not be deemed to be subordinated to any other Indebtedness merely because of maturity date, order of payment
or order of application of funds or (4) Indebtedness that is not guaranteed shall not be deemed to be subordinated to Indebtedness
that is guaranteed merely because of such guarantee.


 






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		Section	4.10       
Asset Sales.



 


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


 


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


 


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


 


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


 


(b)              
any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the
Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such
Asset Sale; and


 


(c)               
any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause
(c) and assets (other than securities received and not yet liquidated pursuant to clause (b)) that are at that time outstanding,
not to exceed 3.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value
of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes
in value,


 


shall be deemed to be cash for
purposes of this provision and for no other purpose.


 


(b)              
Within 12 months after the receipt of any Net Proceeds of any Asset Sale consummated after the Issue Date (the “Application
Period”), the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale


 


(1)              
to permanently reduce:


 


(a)               
Indebtedness constituting First Lien Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness,
to correspondingly reduce commitments with respect thereto); or


 






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(b)              
Obligations under other Permitted Second Lien Obligations (and to correspondingly reduce commitments with respect
thereto); provided that the Issuer shall equally and ratably (based on the aggregate principal amounts thereof) reduce Obligations
under the Notes as provided under Section 3.07 through open-market purchases (to the extent such purchases are at or above 100%
of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer)
to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest,
if any, on the amount of Notes that would otherwise be prepaid; or


 


(c)               
Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another
Restricted Subsidiary; or


 


(2)              
to make (a) an Investment in any one or more businesses, provided that such Investment in any business is
in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case
may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures
or (c) acquisitions of other assets (other than current amounts), in each of clauses (a), (b) and (c), used or useful in a Similar
Business or that replace the businesses, properties and/or assets that are the subject of such Asset Sale (“Replacement
Assets”); provided that to the extent that the assets disposed of in such Asset Sale were Collateral, such assets
are pledged as Collateral under the Security Documents with the Lien on such Collateral securing the Notes being of the same priority
with respect to the Notes as the Lien on the assets disposed of.


 


(c)               
Any Net Proceeds from the Asset Sale that are not invested or applied in accordance with Section 4.10(b) hereof within
the Application Period shall be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess
Proceeds exceeds $20.0 million, the Issuer shall make an offer to (x) in the case of Net Proceeds from Collateral, all Holders
of the Notes and, if required by the terms of any other Permitted Second Lien Obligations, the holders of such Permitted Second
Lien Obligations and (y) in the case of any other Net Proceeds, all Holders of the Notes and all holders of other Indebtedness
that ranks pari passu in right of payment with the Notes containing provisions similar to those set forth in Section 3.09
and Section 4.10 hereof with respect to offers to purchase or redeem with the proceeds of sales of assets (“Pari Passu
Indebtedness”), in each case (an “Asset Sale Offer”), to purchase the maximum aggregate principal
amount of the Notes and such other Permitted Second Lien Obligations that may be purchased out of the Excess Proceeds at an offer
price in cash in an amount equal to 100% of the principal amount thereof, plus (without duplication) accrued and unpaid interest,
to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall
commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed
$20.0 million by mailing the notice to Holders required pursuant to the terms of this Indenture, with a copy to the Trustee as
set forth in Section 3.09 hereof. The Issuer may satisfy the foregoing obligations with respect to any Excess Proceeds from an
Asset Sale by making an Asset Sale Offer with respect to such Excess Proceeds prior to the expiration of the Application Period.


 






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To the extent
that the aggregate principal amount of Notes and such other Permitted Second Lien Obligations or Pari Passu Indebtedness, as applicable,
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for
general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes
and other Permitted Second Lien Obligations (in the case of Net Proceeds from Collateral) and such Pari Passu Indebtedness (in
the case of any other Net Proceeds) surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Notes and such
other Permitted Second Lien Obligations or Pari Passu Indebtedness, as applicable, shall be purchased on a pro rata basis
based on the principal amount of the Notes, other Permitted Second Lien Obligations or such Pari Passu Indebtedness, as applicable,
tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


 


Pending the
final application of any Net Proceeds pursuant to this Section 4.10, the Issuer or such Restricted Subsidiary may apply such Net
Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds
in any manner not prohibited by this Indenture (including investing in a trust account maintained by the First Lien Collateral
Agent).


 


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 the Notes pursuant to an Asset Sale
Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture,
the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
described in this Indenture by virtue thereof.


 


		Section	4.11       
Transactions with Affiliates.



 


(a)               
The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or
make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or
consideration in excess of $2.0 million, unless:


 


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


 


(2)              
the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate payments or consideration in excess of $10.0 million, a Board Resolution adopted by the majority of the Board
of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that
such Affiliate Transaction complies with clause (1) of this Section 4.11(a); and


 






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(3)              
the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate payments or consideration in excess of $40.0 million, a written opinion to the Issuer or such Restricted Subsidiary
from an Independent Financial Advisor stating that the terms of such transaction are not materially less favorable to the Issuer
or the Restricted Subsidiary than those that would have reasonably been obtained in a comparable transaction by the Issuer or such
Restricted Subsidiary at such time with an unrelated Person on an arm’s-length basis.


 


(b)              
The foregoing provisions of Section 4.11(a) hereof shall not apply to the following:


 


(1)              
transactions between or among the Issuer or any of its Restricted Subsidiaries;


 


(2)              
Restricted Payments permitted by Section 4.07 hereof and transactions constituting “Permitted Investments”;


 


(3)              
[Reserved];


 


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


 


(5)              
transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter
from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a
financial point of view or stating that the terms are not materially less favorable to the Issuer or such Restricted Subsidiary
than those that would have reasonably been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with
an unrelated Person on an arm’s-length basis;


 


(6)              
any agreement or arrangement as in effect as of the Existing Second Lien Notes Issue Date, or any amendment thereto
(so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the applicable
agreement or arrangement as in effect on the Existing Second Lien Notes Issue Date);


 


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


 






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(8)              
transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted
Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are
on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;


 


(9)              
the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person and any contribution
to the capital of the Issuer;


 


(10)          
payments by the Issuer or any of its Restricted Subsidiaries to any of the Permitted Holders made for any financial
advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without
limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors
of the Issuer in good faith;


 


(11)          
any Transaction;


 


(12)          
payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect
parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements
with such employees or consultants which, in each case, are approved by the Issuer in good faith;


 


(13)          
transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also
a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains
from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other
Person;


 


(14)          
transactions permitted by, and complying with, the provisions of Section 5.01;


 


(15)          
the pledge of Equity Interests of an Unrestricted Subsidiary to lenders of such Unrestricted Subsidiary to support
the Indebtedness of such Unrestricted Subsidiary owed to such lenders;


 


(16)          
any transaction with (or for the benefit of) a Person that would constitute an Affiliate Transaction solely because
the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person; and


 


(17)          
any transaction with (or for the benefit of) a Person that would constitute an Affiliate Transaction solely because
of the Holders’ beneficial ownership or record ownership of the Notes. 


 






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		Section	4.12       
Liens.



 


The Issuer
will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, affirm or suffer to exist any
Lien of any kind upon any of its property or assets (including any intercompany notes) constituting Collateral, now owned or acquired
after the Issue Date, or any income or profits therefrom, securing Indebtedness excluding, however, from the operation of the foregoing
any Permitted Liens. Additionally, the Issuer will not, and will not permit any of its Restricted Subsidiaries to, incur or suffer
to exist any Lien (the “Initial Lien”) on any property or assets that are not Collateral securing Indebtedness
unless (a) the Issuer or such Restricted Subsidiary (i) equally and ratably secures the Notes (or on a senior basis to) the obligations
secured by such Initial Lien or (ii) provides that such Initial Lien is expressly junior in ranking relative to the Notes and related
Guarantees pursuant to a junior lien intercreditor agreement or (b) such Initial Lien is a Permitted Lien; provided,
however, that any such Lien created to secure the Notes pursuant to this sentence of this Section 4.12 shall provide by its
terms that upon the release and discharge of the Initial Lien on such assets by the collateral agent for the Indebtedness secured
by such Initial Lien, the Lien on such assets securing the Notes shall be automatically and unconditionally released and discharged
and the Issuer may take any action necessary to effectuate such release or discharge.


 


		Section	4.13       
Changes in Covenants When Notes Rated Investment Grade.



 


(a)               
Beginning on the first date of a Covenant Suspension and ending on a Reversion Date (such period, a “Suspension
Period”), the following covenants will not be applicable to the Notes:


 


(1)              
Section 4.07;


 


(2)              
Section 4.08;


 


(3)              
Section 4.09;


 


(4)              
Section 4.10;


 


(5)              
Section 4.11;


 


(6)              
Section 4.15; and


 


(7)              
clause (4) of Section 5.01(a).


 


(b)              
On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension
Period will be classified as having been incurred or issued pursuant to Section 4.09(a) hereof or one of the clauses set forth
in Section 4.09(b) hereof (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred
or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension
Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not
be so permitted to be incurred or issued pursuant to Section 4.09(a) hereof or Section 4.09(b) hereof, such Indebtedness or Disqualified
Stock or Preferred Stock will be deemed to have been outstanding on the Existing Second Lien Notes Issue Date, so that it is classified
as permitted under Section 4.09(b)(3) hereof.


 






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(c)               
Calculations made after the Reversion Date of the amount available to be made as Restricted Payments pursuant to
Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect since the Existing Second Lien Notes Issue Date
and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount
available to be made as Restricted Payments under Section 4.07(a) hereof; provided, however, that no Default or Event
of Default will be deemed to have occurred as a result of the Reversion Date occurring on the basis of any actions taken or the
continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by
the Issuer or any of the Restricted Subsidiaries during the Suspension Period (other than agreements to take actions after the
Reversion Date that would not be permitted outside of the Suspension Period entered into in contemplation of the Reversion Date).


 


(d)              
In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Issuer or any
Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to the Reversion Date will be deemed to
have been entered into on or prior to the Issue Date and for purposes of Section 4.08 hereof, all contracts entered into during
the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by Section 4.08 hereof will
be deemed to have been existing on the Issue Date. For purposes of Section 4.10 hereof, on the Reversion Date, the unutilized Excess
Proceeds amount will be reset to zero.


 


(e)               
During any Suspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary by the Board
of Directors of the Issuer.


 


(f)               
Upon the occurrence of a Covenant Suspension or a Reversion Date, the Issuer shall provide written notice to the
Trustee, and file with the Trustee an Officers’ Certificate certifying that such suspension or reversion complied with the
foregoing provisions. In the case of a Covenant Suspension, such notice shall list the Suspended Covenants.


 


		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, without duplication, accrued and unpaid
interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such
Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing
in the security register with the following information:


 






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(1)              
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 shall be accepted for payment by the Issuer;


 


(2)              
the purchase price and the purchase date, which shall 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)              
any Note not properly tendered shall remain outstanding and continue to accrue interest;


 


(4)              
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 shall cease to accrue interest on the Change of Control Payment Date;


 


(5)              
Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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)              
Holders shall 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 Business Day prior to the Change
of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, 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)              
if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer
is conditional on the occurrence of such Change of Control; and


 


(8)              
the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow.


 


(b)              
While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change
of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject
to its rules and regulations.


 


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.


 






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


 


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


 


(2)              
deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes
or portions thereof so tendered, and


 


(3)              
deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’
Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.


 


(d)              
The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee
shall, upon receipt of an Authentication Order, promptly authenticate and mail to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in denominations
of $1.00 and integral multiples of $1.00 in excess thereof. The Issuer shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.


 


(e)               
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 time 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.


 


(f)               
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.


 


(g)              
In the event a Change of Control occurs at a time when the Issuer is prohibited by the terms of any First Lien Obligation
from purchasing the Notes, then prior to the mailing of the notice of a Change of Control to Holders of Notes, but in any event
within 30 days following any Change of Control, the Issuer shall (1) repay in full all Obligations, and terminate all commitments,
under such First Lien Obligations or offer to repay in full all Obligations, and terminate all commitments, under such First Lien
Obligations and to repay the Obligations owed to (and terminate all commitments of) each lender which has accepted such offer or
(2) obtain the requisite consents under the agreements governing such First Lien Obligations to permit the repurchase of the Notes.
If such a consent is not obtained or borrowings repaid, the Issuer shall remain prohibited from purchasing the Notes. The Issuer
shall first comply with this clause (g) before it shall be required to repurchase the Notes pursuant to the other provisions of
this Section 4.14. The Issuer’s failure to comply with this clause (g) (and any failure to send a notice of a Change of Control
as a result of the prohibition in this clause (g)) may (with notice and lapse of time) constitute an Event of Default described
in clause (3) of Section 6.01(a) hereof, but shall not constitute an Event of Default described in clause (1) of Section 6.01(a)
hereof.


 






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		Section	4.15       
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.



 


The Issuer
shall not permit any of its Restricted Subsidiaries, other than a Guarantor, 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, 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;


 


(2)              
such Restricted Subsidiary within 30 days executes and delivers a joinder to the applicable Security Documents or
new Security Documents and takes all actions necessary to perfect the Liens created thereunder (to the extent required by such
Security Documents), all of such Liens to be junior to the Liens in favor of the holders of the Permitted Second Lien Obligations
and to be subject to the Intercreditor Agreement; and


 


(3)              
such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of,
any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary
as a result of any payment by such Restricted Subsidiary under its Guarantee;


 


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.


 


Each Guarantee
shall be released in accordance with Article 11 hereof.


 


		Section	4.16       
[Reserved].



 


		Section	4.17       
Tax Treatment of the Notes.



		 	 



The Issuer
agrees and, by acceptance of a beneficial ownership interest in the Notes, each Holder is deemed to have agreed, to treat the Notes
as indebtedness of the Issuer for U.S. federal income tax purposes. The Issuer and the Holder will not take any position on a tax
return inconsistent with such treatment, unless required by applicable law.


 






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		Section	4.18       
Non-Impairment of Security Interest.



 


Subject to
the rights of the holders of Permitted Liens that are existing on the Issue Date or incurred after the Issue Date, the Issuer will
not, and will not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which
action or omission could reasonably be expected to have the result of materially impairing the Lien with respect to the Collateral
in favor of the holders of Permitted Second Lien Obligations; provided that this Section 4.18 shall not prohibit the release
of Guarantors pursuant to Section 11.06 hereof or the release of Collateral pursuant to Section 4.12 or Article 10 hereof.


 


		Section	4.19       
[Reserved].



 


		Section	4.20       
After-Acquired Collateral; Further Assurances.



 


(a)               
Subject to certain limitations and exceptions (including the exclusion of any securities or other equity interests
of any of the Issuer’s Subsidiaries), if the Issuer or any Guarantor creates any additional security interest upon any property
or asset to secure any First Lien Obligations (which include Obligations in respect of the Credit Agreement and the First Lien
Notes), it must concurrently grant a second-priority security interest (subject to Permitted Liens) upon such property as security
for the Indebtedness and Obligations under the Notes. In addition, if granting a security interest in such property requires the
consent of a third party, the Issuer will use commercially reasonable efforts to obtain such consent with respect to the second-priority
security interest for the benefit of the Collateral Agent. If such third party does not consent to the granting of the second-priority
security interest after the use of such commercially reasonable efforts, the applicable entity will not be required to provide
such security interest.


 


(b)              
The Issuer and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments,
and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in
order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended
to be created by the Security Documents in the Collateral. In addition, from time to time, the Issuer will reasonably promptly
secure the obligations under this Indenture, Security Documents and Intercreditor Agreement by pledging or creating, or causing
to be pledged or created, perfected security interests and Liens with respect to the Collateral. Such security interests and Liens
will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and
documents as may be reasonably required.


 


		Section	4.21       
Information Regarding Collateral.



 


(a)               
The Issuer will furnish to the Collateral Agent, with respect to the Issuer or any Guarantor, prompt written notice
of any change in such Person’s (i) legal name, (ii) jurisdiction of organization or formation, (iii) identity or corporate
structure or (iv) Organizational Identification Number. The Issuer and the Guarantors will agree not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are
required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected
security interest in all the Collateral.


 






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(b)              
Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant
to Section 4.03 hereof, the Issuer shall deliver to the Trustee a certificate of a financial officer of the Issuer setting forth
the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change
in such information since the date of the prior annual financial statements.


 


		Section	4.22       
Maintenance of Property; Insurance.



 


(a)               
The Issuer shall cause all material properties owned by or leased by it or any of its Restricted Subsidiaries used
or useful to the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in normal
condition, repair and working order and supplied with all reasonably necessary equipment and shall cause to be made all repairs,
renewals, replacements, and betterments thereof, all as in its judgment may be reasonably necessary, so that the business carried
on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section
4.22 shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any
of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the management of the
Issuer or any such Restricted Subsidiary, necessary or desirable in the conduct of the business of the Issuer or any such Restricted
Subsidiary; provided further that nothing in this Section 4.22 shall prevent the Issuer or any of its Restricted Subsidiaries
from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture.


 


(b)              
The Issuer shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with responsible carriers
against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions,
as are customarily carried by similar businesses of similar size, including property and casualty loss, workers’ compensation
and interruption of business insurance.


 


		Section	4.23       
Cash Interest Savings.



 


(a)               
Prior to the Cash Pay Conversion Date, and subject to Section 4.24, with respect to each semi-annual interest period
(or portion thereof) under the Existing Second Lien Indenture, the Issuer shall acquire First Lien Notes in First Lien Note Repurchases
in an aggregate principal amount at least equal to the Cash Interest Savings for such period pursuant to the procedures and in
the amounts, allocations and time periods described in the Exchange Agreement; provided that the amount of such repurchases
may be adjusted for rounding as provided in the Exchange Agreement to provide for repurchases in increments of $1,000. The Issuer
shall cause all First Lien Notes repurchased pursuant to First Lien Note Repurchases to be promptly cancelled.


 






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(b)              
Prior to the Cash Pay Conversion Date, on each First Lien Notes Repurchase Certification Date, the Issuer shall deliver
to the Trustee a schedule of all First Lien Notes that have been repurchased since the most recent Interest Payment Date and a
calculation of the Cash Interest Savings with respect to the immediately preceding applicable semi-annual interest payment period,
in the form attached hereto as Exhibit I, accompanied by an Officers' Certificate certifying to the accuracy of the information
contained in such schedule and calculation. The Trustee shall make such Officers’ Certificate available to the Holders with
no duty to investigate any fact or matter stated therein or to confirm any calculation contained therein.


 


(c)               
Notwithstanding the foregoing, if the Issuer consummates a First Lien Notes Refinancing, (a) then Cash Interest Savings
shall be deemed to be zero for the semi-annual interest period in which the First Lien Refinancing Closing Date occurs and all
periods thereafter and (b) to the extent that, as of the First Lien Refinancing Closing Date, the Issuer has an outstanding obligation
to purchase First Lien Notes in an amount equal to the Cash Interest Savings with respect to the immediately preceding interest
period, such obligation of the Issuer to purchase First Lien Notes in an amount equal to such Cash Interest Savings for such period
shall be deemed to have been discharged on the First Lien Refinancing Closing Date.


 


		Section	4.24       
Right of First Offer.



 


Prior to the
Cash Pay Conversion Date and for so long as any Participating Holder holds any First Lien Notes, in connection with First Lien
Note Repurchases required pursuant to Section 4.23, the Issuer shall provide the Participating Holders a right of first offer to
sell First Lien Notes to the Issuer pursuant to the procedures and in the amounts, allocations and time periods described in the
Exchange Agreement. This Section 4.24 shall not be enforceable by any transferee of the Participating Holders that is not an Affiliate
of a Participating Holder.


 


		Section	4.25       
Anti-Layering.



 


(a)               
Other than as provided in the First Lien Intercreditor Agreement as in effect on the date hereof, the Issuer shall
not, and shall not permit any Guarantor to, directly or indirectly incur Indebtedness which is subordinate in right of payment
to the First Lien Notes, the Credit Agreement or any First Lien Obligations or any Refinancing Indebtedness (including any First
Lien Notes Refinancing) or successive refinancings with respect thereto, on the one hand, and senior or pari passu in right of
payment to the Notes or such Guarantor’s Guarantee, on the other hand.


 


(b)              
Other than as provided in the First Lien Intercreditor Agreement as in effect on the date hereof, the Issuer shall
not, and shall not permit any Guarantor to, directly or indirectly create, incur, affirm or suffer to exist any Lien of any kind
that is junior in priority to any Lien securing any of the First Lien Notes, the Credit Agreement, any First Lien Obligations or
any Refinancing Indebtedness (including any First Lien Notes Refinancing) or successive refinancings with respect thereto, on the
one hand, and senior in priority to the Liens securing the Notes and the obligations of the Issuer and the Guarantors under this
Indenture, on the other hand.


 






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Article
5

SUCCESSORS


 


		Section	5.01       
Merger, Consolidation or Sale of All or Substantially All Assets.



 


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


 


(1)              
the Issuer is the surviving corporation or limited liability company or the Person formed by or surviving any such
consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation or limited liability company organized or existing under the laws of the jurisdiction of
organization 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, expressly assumes all the obligations of the Issuer under this Indenture
and the Notes pursuant to supplemental indentures, supplements to the Security Documents and any other documents or instruments
in form reasonably satisfactory to the Trustee;


 


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


 


(4)              
immediately after giving pro forma effect to such transaction and any related financing transactions, as if
such transactions had occurred at the beginning of the applicable four-quarter period, either:


 


(a)               
the Consolidated Secured Leverage Ratio for the Successor Company and its Restricted Subsidiaries on a consolidated
basis for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding
the date of such transaction does not exceed 4.00 to 1.00, or


 


(b)              
(i) the Consolidated Secured Leverage Ratio is equal to or less than such ratio immediately prior to such transaction
and (ii) the Consolidated Leverage Ratio is equal to or less than such ratio immediately prior to such transaction; and


 


(5)              
the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indentures, if any, and supplements to the Security Documents
comply with this Indenture.


 






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(b)              
The Successor Company shall succeed to, and be substituted for the Issuer, as the case may be, under this Indenture,
the Guarantees and the Notes, as applicable. Notwithstanding clauses (3), (4) and (5) of Section 5.01(a) hereof,


 


(1)              
any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets
to the Issuer, and


 


(2)              
the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in a State
of the United States of America, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased
thereby.


 


(c)               
Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition
or transfer of a Guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or
into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person
unless:


 


(1)              
(a) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger
(if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws
of the jurisdiction of organization of such 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 Guarantor or such Person, as the case may be, being herein called the
“Successor Person”);


 


(b)the
Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and
the Security Documents and such Guarantor’s related Guarantee pursuant to supplemental indentures, supplements to the Security
Documents 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 Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indentures, if any, and supplements to the Security Documents comply with this Indenture;
or


 


(2)              
the transaction is made in compliance with Section 4.10 hereof.


 


(d)              
Subject to certain limitations described in this Indenture, in the case of clause (1) of Section 5.01(c) hereof,
the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee.
Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor
or the Issuer.


 






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		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 in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which
the Issuer 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 shall refer instead to the successor corporation and not to the Issuer),
and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had
been named as the Issuer herein; provided that the predecessor Issuer 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 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, upon acceleration or otherwise, of principal of, or premium,
if any, on the Notes;


 


(2)              
default for 30 days or more in the payment when due of interest on or with respect to the Notes;


 


(3)              
failure by the Issuer or any Guarantor for 60 days after receipt of written notice by the Trustee or the Holders
of not less than 25% in principal amount of the Notes issued under this Indenture to comply with any of its obligations, covenants
or agreements (other than a default referred to in clauses (1) and (2) above and clauses (10) and (11) below) in this Indenture
or the Notes;


 


(4)              
default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced
any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by
the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether
such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:


 


(a)               
such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity
(after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of
any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness
to become due prior to its stated maturity; and


 






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(b)              
the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default
for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of
which has been so accelerated, aggregate $35.0 million or more at any one time outstanding;


 


(5)              
failure by the Issuer or any Significant Subsidiary (or group of Restricted Subsidiaries that taken together would
constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $35.0 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 has been commenced by any creditor upon such judgment or decree which is not
promptly stayed;


 


(6)              
the Issuer or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


 


(a)               
commences proceedings to be adjudicated bankrupt or insolvent;


 


(b)              
consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition
or answer or consent seeking reorganization or relief under applicable Bankruptcy law;


 


(c)               
consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official
of it or for all or substantially all of its property;


 


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


 


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


 


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


 


(a)               
is for relief against the Issuer or any Significant Subsidiary in a proceeding in which the Issuer or any such Significant
Subsidiary is to be adjudicated bankrupt or insolvent;


 


(b)              
appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any Significant
Subsidiary, for all or substantially all of the property of the Issuer or any Significant Subsidiary; or


 


(c)               
orders the liquidation of the Issuer or any Significant Subsidiary;


 






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


 


(8)              
the Guarantee of any Significant Subsidiary (or group of Guarantors that taken together would constitute a Significant
Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of
such Guarantor, 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;


 


(9)              
(a) with respect to any Collateral having a fair market value in excess of $20.0 million, individually or in the
aggregate, (i) the security interest under any Security Document, at any time, ceases to be in full force and effect for any reason
other than in accordance with the terms of this Indenture, the Security Documents and the Intercreditor Agreement or (ii) any security
interest created thereunder or under this Indenture is declared invalid or unenforceable by a court of competent jurisdiction or
(b) the Issuer or any Guarantor asserts, in any pleading in any court of competent jurisdiction, that any security interest in
any Collateral is invalid or unenforceable;


 


(10)          
the occurrence of a Cash Interest Savings Default and such Cash Interest Savings Default has not been cured by the
Issuer after 30 days’ notice; or


 


(11)          
the occurrence of a ROFO Default and such ROFO Default has not been cured by the Issuer after 30 days’ notice.


 


(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)              
the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise
to such Event of Default; or


 


(3)              
the default that is the basis for such Event of Default has been cured.


 


		Section	6.02       
Acceleration.



 


If any Event
of Default (other than, (i) with respect to the Issuer, an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof
or (ii) an Event of Default specified in clause (11) of Section 6.01(a) hereof) occurs and is continuing under this Indenture,
the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium,
if any, (without duplication) interest and any other monetary obligations on all the then outstanding Notes to be due and payable
immediately.


 






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If any Event
of Default specified in clause (11) of Section 6.01(a) hereof occurs and is continuing under this Indenture, Participating Holders
who hold (i) at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding held by
all Participating Holders and (ii) at least $10,000,000 in aggregate principal amount of the then outstanding First Lien Notes
(clauses (i) and (ii) together, the “ROFO Acceleration Holdings Requirement”) may declare the principal, premium,
if any, (without duplication) interest and any other monetary obligations on all the then outstanding Notes to be due and payable
immediately. For the avoidance of doubt, (i) the Trustee shall not be able to accelerate any Event of Default specified in clause
(11) of Section 6.01(a) and (ii) Holders who do not constitute Participating Holders shall not be considered in determining whether
to accelerate any Event of Default specified in clause (11) of Section 6.01(a). Concurrently with any acceleration resulting from
a breach of the Event of Default specified in clause (11) of Section 6.01(a), Participating Holders shall provide to the Trustee
and the Issuer any documentation reasonably requested evidencing that such Participating Holders satisfy the ROFO Acceleration
Holding Requirement.


 


Upon the effectiveness
of such declaration, such principal and interest shall be due and payable immediately. The Trustee may withhold from Holders notice
of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest on the Notes, if
it determines that withholding notice is in the interests of the Holders.


 


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 without further action or notice.


 


The Holders
of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all
of the Holders, rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and
if all existing Events of Default (except nonpayment of principal, interest, or premium that has become due solely because of the
acceleration) have been cured or waived and all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and other amounts due the Trustee under Section 7.07
hereof have been paid.


 


If an Event
of Default occurs and is continuing that results in an acceleration, the Trustee and Collateral Agent shall provide an Enforcement
Notice pursuant to the terms of the First Lien Intercreditor Agreement.


 


		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.


 






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		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 under this Indenture and the Notes, 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 an Asset Sale Offer or 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; provided, further that, notwithstanding
any contrary provision in this Section 6.04, any Event of Default specified in clause (11) of Section 6.01(a) may be waived by
not less than a majority in principal amount of the then total outstanding Notes held by Participating Holders (and Participating
Holders shall provide any documentation reasonably requested evidencing such Participating Holder’s current holdings and
status as a Participating Holder). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


 


		Section	6.05       
Control by Majority.



 


Subject to
the terms of the Security Documents, Holders of a majority in principal amount of the outstanding Notes issued hereunder shall
have the right to direct the time, method and place of conducting any proceeding for exercising 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 notice that an Event of Default is continuing;


 


(2)              
Holders of at least 25% 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 against any loss, liability or expense satisfactory
to the Trustee;


 


(4)              
the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of such satisfactory
security or indemnity; and


 






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(5)              
Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent
with such request within such 60-day period.


 


A Holder of
a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.


 


		Section	6.07       
Rights of Holders of Notes To Receive Payment.



 


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


 


		Section	6.08       
Collection Suit by Trustee.



 


If an Event
of Default specified in Section 6.01(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,
without duplication, interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest
and, without duplication, 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.


 






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		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.


 


		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 and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, the Collateral Agent and their 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 and the Collateral Agent
any amount due to them for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent
and their 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 or the Collateral Agent 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.



 


Subject to
the terms of the Security Documents and the Intercreditor Agreement with respect to any proceeds of Collateral, if the Trustee
collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:


 


(a)               
to the Trustee and the Collateral Agent and 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 and the Collateral
Agent and the costs and expenses of collection;


 






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(b)              
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, without duplication, and interest, respectively; and


 


(c)               
to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.


 


The Trustee
may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.


 


		Section	6.14       
Undertaking for Costs.



 


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


 


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, the Notes, the Security Documents and the Intercreditor
Agreement and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(ii)              
(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.


 






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(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
of any Holder (or any Participating Holder) of the Notes unless such Holder (or Participating Holder) shall have offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or expense.


 


(f)               
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing
with the 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 the document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally
or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason
of such inquiry or investigation.


 


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


 


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


 






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(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, 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)                
In connection with any request, demand, authorization, direction, notice or other action or communication provided
hereunder to the Trustee by one or more Participating Holders, the Trustee shall be entitled to conclusively rely on such communication
which shall include, without limitation, a certification by such Participating Holder of its holdings of Notes and a Signature
Guarantee Medallion.


 


(k)              
The permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


(l)                
The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.


 


(m)            
The Issuer shall provide prompt written notice to the Trustee of any change to its fiscal year (it being expressly
understood that the failure to provide such notice to the Trustee shall not be deemed a Default or Event of Default under this
Indenture).


 






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		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.


 


		Section	7.05       
Notice of Defaults.



 


If a Default
occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default
within 90 days after it occurs or if known to the Trustee later than 90 days after it occurs, as soon as practicable. Except in
the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold
from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a
Default is received by the Trustee at the Corporate Trust Office of the Trustee.


 


		Section	7.06       
[Reserved].



 


		Section	7.07       
Compensation and Indemnity.



 


The Issuer
and the Guarantors, jointly and severally, 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 and the Guarantors, jointly and severally,
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, professional advisors 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) 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 as determined by a court of competent jurisdiction in a final and non-appealable decision.


 






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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.


 


Notwithstanding
anything to the contrary in Section 4.12 hereof, 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.


 


		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.


 






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If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (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.


 


		Section	7.11       
Preferential Collection of Claims Against Issuer.



 


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


 






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		Section	7.12       
[Reserved].



 


		Section	7.13       
Authorization of Security Documents; Intercreditor Agreement.



 


By their acceptance
of the Notes, the Holders hereby authorize and direct the Trustee and Collateral Agent, as the case may be, to execute and deliver
the Security Documents, the Intercreditor Agreement and any other document purporting to create a security interest in favor of
the Trustee or the Collateral Agent, as applicable, for the benefit of the Holders of the Notes, including any Security Documents
executed after the Issue Date. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral
Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency
thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action
under pursuant to, the Security Documents, the Intercreditor Agreement or any other document purporting to create a security interest
in favor of the Trustee and/or the Collateral Agent for their benefit and the benefit of the Holders of the Notes, each shall have
all of the rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that
may be granted to it under the terms of such other agreement or agreements).


 


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 (including the Guarantees) and this Indenture on the date the conditions set forth below
are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors
shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees),
which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections
of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes, the Guarantees,
this Indenture and the Security Documents (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging the same) and to have caused the release of all Liens on the Collateral granted under the Security Documents,
except for the following provisions which shall survive until otherwise terminated or discharged hereunder:


 


(a)               
the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and, without
duplication, interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred
to in Section 8.04 hereof;


 






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(b)              
the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of the transfer
or exchange of Notes, replacement of 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 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.18, 4.20, 4.21, 4.22, 4.23,
4.24 and 4.25 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”),
and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.
In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, (x) Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(8),
6.01(a)(9), 6.01(a)(10) and 6.01(a)(11) hereof shall not constitute Events of Default with respect to the Notes and (y) Sections
6.01(a)(1), 6.01(a)(2), 6.01(a)(6) and 6.01(a)(7) shall continue to constitute an Event of Default with respect to the Notes.


 


		Section	8.04       
Conditions to Legal or Covenant Defeasance.



 


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


 






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


 


(1)              
the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash
in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally
recognized firm of independent public accountants (or, if two or more nationally recognized firms of independent public accountants
decline to issue such opinion as a matter of policy, in the opinion of the Issuer’s chief financial officer), to pay the
principal amount of, premium, if any, and (without duplication), interest due on the Notes on the stated maturity date or on the
Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuer must specify
whether such Notes are being defeased to maturity or to a particular Redemption Date;


 


(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 shall not recognize income, gain or loss for U.S. Federal income tax purposes, as a result of such Legal
Defeasance and shall be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such 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 shall not
recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and shall be subject
to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance
had not occurred;


 


(4)              
no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of
Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;


 


(5)              
such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under any First Lien Obligations or any other material agreement or instrument (other than this Indenture) to which the Issuer
or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds
to be applied to make such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous
deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);


 






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(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 shall not be subject to the effect of
Section 547 of the Bankruptcy Law;


 


(7)              
the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made
by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others;
and


 


(8)              
the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion
of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.


 


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



 


Subject to
Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof
in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting
as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, and, without duplication, interest, but such money need not be segregated from other funds except to the
extent required by law.


 


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


 


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


 


		Section	8.06       
Repayment to Issuer.



 


Any money deposited
with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or, without
duplication, 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 the Trustee
or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof,
as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer
makes any payment of principal of, premium, if any, or, without duplication, interest on any Note following the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money
held by the Trustee or Paying Agent.


 


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 its Guarantee or this Indenture), the Collateral Agent and the
Trustee may amend or supplement this Indenture, the Security Documents, the Intercreditor Agreement 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 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 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;


 






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(7)              
to amend the exchange procedures set forth in Section 13.02 and any other terms of this Indenture in order to facilitate
the DTC eligibility of the New Second Lien Cash Pay Notes, satisfaction of one or more exemptions from registration under the federal
and state securities laws with respect to the offering of New Second Lien Cash Pay Notes, or settlement of the Optional Second
Lien Note Exchange through the facilities of DTC;


 


(8)              
to evidence and provide for the acceptance and appointment (x) under this Indenture of a successor Trustee hereunder
pursuant to the requirements hereof or (y) under the Security Documents of a successor Collateral Agent thereunder pursuant to
the requirements thereof;


 


(9)              
to make changes related to the transfer and legending of the Notes as permitted by this Indenture or applicable law;


 


(10)          
to add a Guarantor under this Indenture;


 


(11)          
[reserved];


 


(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;


 


(13)          
[reserved];


 


(14)          
to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit
of the other secured parties named therein or to confirm and evidence the release, termination or discharge of any Guarantee of
or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture and the Security Documents
or as required by the Intercreditor Agreement; or


 


(15)          
to modify the Security Documents and/or the Intercreditor Agreement to secure additional extensions of credit and
additional secured creditors holding First Lien Obligations or other Permitted Second Lien Obligations, so long as such First Lien
Obligations or other Permitted Second Lien Obligations are not prohibited by this Indenture, the First Lien Indenture or the Credit
Agreement.


 


Upon the request
of the Issuer accompanied by a Board Resolution 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 and the Collateral Agent 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 and
the Collateral Agent 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 (i) in
connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor, the Collateral
Agent and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto,
and delivery of an Officers’ Certificate or (ii) in connection with the amendment of exchange procedures set forth in Section
13.02 upon execution and delivery by the Issuer, the Collateral Agent and the Trustee of a supplemental indenture to this Indenture
setting forth the amended exchange procedures to be set forth in Section 13.02 and delivery of an Officers’ Certificate.


 






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		Section	9.02       
With Consent of Holders of Notes.



 


Except as provided
below in this Section 9.02, the Issuer, the Collateral Agent and the Trustee may amend or supplement this Indenture, the Security
Documents, the Intercreditor Agreement, any related Guarantee and the Notes 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, any Notes beneficially owned by the Issuer’s Affiliates (including, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes) and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance
with any provision of this Indenture, the Security Documents, the Intercreditor Agreement, 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 purchase of or tender offer or exchange offer for,
Notes. Subject to the preceding sentence, 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).


 


The Issuer,
the Collateral Agent and the Trustee may amend the definition of ROFO Default, clause (d) of the definition of Cash Pay Conversion
Date, Section 4.24 and clause (11) of Section 6.01 hereof (collectively, the “ROFO Provisions”), in each case,
with the consent of Participating Holders who hold at least a majority in principal amount of the Notes (including Additional Notes,
if any) then outstanding held by all Participating Holders voting as a single class. For the avoidance of doubt, Holders who do
not constitute Participating Holders shall not be considered in determining whether to consent is procured under this Section 9.02.
In connection with any amendment or waiver of the ROFO Provisions, Participating Holders shall provide to the Issuer, the Collateral
Agent and the Trustee any documentation reasonably requested to evidence such Participating Holder’s status as a Participating
Holder and the principal amount of the Notes (including Additional Notes, if any) held by such Participating Holder.


 


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


 






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


 


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.


 


Without the
consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held
by a non-consenting Holder):


 


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


 


(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 (i) provisions relating to Section 3.09, Section 4.10 and 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 and (ii) to
amend the exchange procedures set forth in Section 13.02 and any other terms of this Indenture in order to facilitate the DTC eligibility
of the New Second Lien Cash Pay 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 (without duplication) 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 a currency other than U.S. dollars;


 


(6)              
make any change in the provisions of this Indenture relating to the rights of Holders to receive payments of principal
of or premium, if any, or (without duplication) interest on the Notes including in connection with a defeasance or discharge;


 


(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;


 






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


 


(10)          
except as expressly permitted by this Indenture, modify the Guarantee of any Guarantor in any manner adverse to the
Holders of the Notes.


 


In addition,
any amendment to, or waiver of, the provisions of this Indenture, any Security Document or the Intercreditor Agreement that has
the effect of releasing all or substantially all of the Collateral or modifies such documents insofar as such documents relates
to Collateral in a manner adverse to the Holders of the Notes in any material respect will require consent of the Holders of at
least 75% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for the Notes).


 


No amendment
of, or supplement or waiver to, this Indenture, the Notes or the Security Documents (other than the Intercreditor Agreement) shall
be permitted to be effected which is in violation of or inconsistent with the terms of the Intercreditor Agreement. No amendment
of, or supplement to, the Intercreditor Agreement shall be permitted to be effected without the consent of the Collateral Agent,
the First Lien Collateral Agent and the collateral agent under the Credit Agreement.


 


Until the Discharge
of First Lien Obligations has occurred, the holders of the First Priority Liens (as defined in the Intercreditor Agreement) may
change, waive, modify or vary the security documents of such holders and, pursuant to the Intercreditor Agreement, such changes
will automatically apply to the Security Documents; provided that any such change, waiver, modification or variance that is prejudicial
to the rights of the Holders of the Notes and does not affect the holders of the First Priority Liens in a like or similar manner
shall not apply to the Security Documents without the consent of the Collateral Agent and the Trustee (acting at the direction
of the Holders of a majority of the aggregate principal amount of the Notes). Notice of such amendment, waiver or consent shall
be given to the Trustee by the Issuer, but any failure to provide such notice will not affect the validity or effectiveness of
any such amendment, waiver or consent.


 


		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. Subject to Section 9.02 hereof, 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 the 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
14.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding
obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel
shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.


 


Article
10

COLLATERAL AND SECURITY


 


		Section	10.01   
Collateral and Security Documents.



 


(a)               
The Issuer, the Guarantors, the Trustee and the Collateral Agent shall enter into one or more Security Documents.
The due and punctual payment of the principal of and interest on the Notes when and as the same shall be due and payable, whether
on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal
of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the secured parties under
this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder
or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations
(as defined in the Security Documents), subject to the terms of the Intercreditor Agreement.


 






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(b)              
The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for
the benefit of the secured parties pursuant to the terms of the Security Documents and the Intercreditor Agreement.


 


(c)               
Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions
providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in
effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and
authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform
its obligations and exercise its rights thereunder in accordance therewith.


 


(d)              
The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security
Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this
Section 10.01, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the
Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and
benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed.


 


(e)               
The Issuer shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the
filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents
to create and maintain, as security for the Obligations (as defined in the Security Documents) of the Issuer and the Guarantors
to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents,
a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor
Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the secured parties subject to no Liens
other than Permitted Liens.


 


		Section	10.02   
Recordings and Opinions.



 


(a)               
The Issuer shall not be required to comply with TIA § 314. The Issuer shall deliver to the Trustee and Collateral
Agent, within 30 calendar days following the end of each fiscal year, an Officers’ Certificate to the effect that all releases
and withdrawals during such fiscal year in respect of which the Issuer did not comply with TIA § 314(d) in reliance on this
Section 10.02(a) were made in the ordinary course of business and not prohibited by this Indenture. Notwithstanding anything to
the contrary in this paragraph, the Issuer will not be required to comply with all or any portion of TIA § 314(d) if the Issuer
determines, in good faith based on advice of counsel, that under the terms of TIA § 314(d) and/or any interpretation or guidance
as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or
any portion of TIA § 314(d) is inapplicable to the released Collateral.


 


(b)              
Any release of Collateral permitted by Section 10.03 hereof will be deemed not to impair the Liens under this Indenture
and the Security Documents in contravention thereof.


 






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		Section	10.03   
Release of Collateral.



 


(a)               
Subject to Section 10.03(b) hereof, Collateral may be released from the Lien and security interest created by the
Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor
Agreement and this Indenture. The Issuer and the Guarantors will be entitled to a release of property and other assets included
in the Collateral from the Liens securing the Notes, and the Trustee (subject to its receipt of an Officers’ Certificate
and Opinion of Counsel as provided below) shall release, or instruct the Collateral Agent to release, as applicable, the same from
such Liens at the Issuer’s sole cost and expense, under one or more of the following circumstances:


 


(1)              
upon the Discharge of First Lien Obligations and concurrent release of all other Liens on such property or assets
securing First Lien Obligations (including all commitments and letters of credit thereunder); provided, however,
that if the Issuer or any Guarantor subsequently incurs First Lien Obligations that are secured by Liens on property or assets
of the Issuer or any Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clauses
6(i) or 33(b) of the definition of “Permitted Liens,” then the Issuer and its Restricted Subsidiaries will be required
to reinstitute the security arrangements with respect to the Collateral in favor of the Notes, which, in the case of any such subsequent
First Lien Obligations, will be second priority Liens on the Collateral securing such First Lien Obligations to the same extent
provided by the Security Documents and on the terms and conditions of the security documents relating to such First Lien Obligations,
with the second priority Lien held either by the administrative agent, collateral agent or other representative for such First
Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the second priority Liens for
the benefit of the Holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral
agent substantially the same rights and powers as afforded under the Intercreditor Agreement;


 


(2)              
to enable the Issuer or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent
not prohibited under Section 4.10;


 


(3)              
to release Excess Proceeds to the Issuer that remain unexpended after the conclusion of an Asset Sale Offer conducted
in accordance with this Indenture and not required to be made part of the Collateral;


 


(4)              
in the case of a Guarantor that is released from its Guarantee with respect to the Notes, the release of the property
and assets of such Guarantor;


 


(5)              
pursuant to an amendment or waiver in accordance with Article 9 hereof; or


 


(6)              
if the Notes have been discharged or defeased pursuant to Article 8 or Article 12 hereof.


 


If an Event
of Default under the Indenture exists on the date of Discharge of First Lien Obligations, the second priority Liens on the Collateral
securing the Notes will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to
repay the First Lien Obligations secured by the Collateral, and thereafter the Collateral Agent (or another designated representative
acting at the direction of the Holders of a majority of outstanding principal amount of the Notes and other Permitted Second Lien
Obligations) will have the right to direct the Collateral Agent to foreclose upon the Collateral (but in such event, the Liens
on the Collateral securing the Notes will be released when such Event of Default and all other Events of Default under this Indenture
cease to exist but will be reinstituted upon any subsequent incurrence of First Lien Obligations to the extent provided in the
proviso to clause (a)(1) of this Section 10.03).


 






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(b)              
With respect to any release of Collateral, upon receipt of an Officers’ Certificate and an Opinion of Counsel
each stating that all conditions precedent under this Indenture and the Security Documents and the Intercreditor Agreement to such
release have been met and that it is proper for the Trustee or Collateral Agent to execute and deliver the documents requested
by the Issuer in connection with such release, and any necessary or proper instruments of termination, satisfaction or release
prepared by the Issuer, the Trustee shall, or shall cause the Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s
expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture
or the Security Documents or the Intercreditor Agreement. Neither the Trustee nor the Collateral Agent shall be liable for any
such release undertaken in reliance upon any such Officers’ Certificate or Opinion of Counsel, and the Trustee and the Collateral
Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument
of release, satisfaction or termination, unless and until (i) it receives such Officers’ Certificate and Opinion of Counsel
or (ii) the Intercreditor Agreement expressly provides for automatic release of Collateral under this Indenture with no further
action required by the Trustee or the Collateral Agent.


 


(c)               
To the extent that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced
with another rule or regulation, or any other law, rule or regulation is adopted, that would require) the filing with the SEC (or
any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s
Equity Interests secure the Notes, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of
the Collateral securing the Notes but only to the extent necessary to not be subject to such requirement and only for so long as
required to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent
of any Holder of such Notes, to the extent necessary to release the security interests in favor of the Collateral Agent on the
shares of Equity Interests of such Subsidiary that are so deemed to no longer constitute part of the Collateral, all at the written
request and certification by the Issuer, upon which the Trustee may conclusively rely. In the event that Rule 3-16 of Regulation
S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation,
or any other law, rule or regulation is adopted, that would permit) such Subsidiary’s Equity Interests to secure the Notes
in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements
of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral. In
such event, the Security Documents may be amended or modified, without the consent of any Holder of such Notes, to the extent necessary
to subject such Equity Interests to the Liens under the Security Documents.


 






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		Section	10.04   
Suits To Protect the Collateral.



 


Subject to
the provisions of Article 7 hereof and the Security Documents and the Intercreditor Agreement, the Trustee, without the consent
of the Holders, on behalf of the Holders, may or may direct the Collateral Agent to take all actions it determines in order to:


 


(a)               
enforce any of the terms of the Security Documents; and


 


(b)              
collect and receive any and all amounts payable in respect of the Obligations hereunder.


 


Subject to
the provisions of the Security Documents and the Intercreditor Agreement, the Trustee and the Collateral Agent shall have power
to institute and to maintain such suits and proceedings as the Trustee may determine to prevent any impairment of the Collateral
by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings
as the Trustee may determine to preserve or protect its interests and the interests of the Holders in the Collateral. Nothing in
this Section 10.04 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Collateral
Agent.


 


		Section	10.05   
Authorization of Receipt of Funds by the Trustee Under the Security Documents.



 


Subject to
the provisions of the Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed
under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this
Indenture.


 


		Section	10.06   
Purchaser Protected.



 


In no event
shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the
Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions
hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee;
nor shall any purchaser or other transferee of any property or rights permitted by this Article 10 to be sold be under any obligation
to ascertain or inquire into the authority of the Issuer or the applicable Guarantor to make any such sale or other transfer.


 


		Section	10.07   
Powers Exercisable by Receiver or Trustee.



 


In case the
Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 10 upon
the Issuer or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver
or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the
Issuer or a Guarantor or of any Officer or Officers thereof required by the provisions of this Article 10; and if the Trustee shall
be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.


 






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		Section	10.08   
Release Upon Termination of the Issuer’s Obligations.



 


In the event
that the Issuer delivers to the Trustee (a) an Officers’ Certificate certifying that (i) payment in full of the principal
of, together with accrued and unpaid interest on, the Notes and all other Obligations (as defined in the Security Documents) under
this Indenture, the Notes, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal,
together with accrued and unpaid interest, are paid or (ii) the Issuer shall have exercised its Legal Defeasance option or its
Covenant Defeasance option, in each case in compliance with the provisions of Article 8 hereof, and (b) an Opinion of Counsel stating
that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee shall
deliver to the Issuer and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives
up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article
8 hereof) and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the
Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon
as is reasonably practicable.


 


		Section	10.09   
Collateral Agent.



 


(a)               
The Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent
as its agent under this Indenture, the Security Documents and the Intercreditor Agreement and the Trustee and each of the Holders
by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions
of this Indenture, the Security Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as
are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement,
and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the same may be in effect or
may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral
Agent agrees to act as such on the express conditions contained in this Section 10.09. The provisions of this Section 10.09 are
solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any
rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 10.03
hereof. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the
Intercreditor Agreement and the Security Documents, and the exercise by the Collateral Agent of any rights or remedies set forth
herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere
in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial
and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set
forth herein and in the other documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed
to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor
Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of
the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely
as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting
parties.


 






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(b)              
The Collateral Agent may perform any of its duties under this Indenture, the Security Documents or the Intercreditor
Agreement by or through receivers, agents, employees, attorneys-in-fact or through its Related Persons and shall be entitled to
advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected
in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be responsible for
the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long
as such selection was made in good faith.


 


(c)               
None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for
its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable
decision) or under or in connection with any Security Document or the Intercreditor Agreement or the transactions contemplated
thereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final
and non-appealable decision), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement,
representation, warranty, covenant or agreement made by the Issuer or any Grantor or Affiliate of any Grantor, or any Officer or
Related Person thereof, contained in this Indenture, the Security Documents or the Intercreditor Agreement, or in any certificate,
report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection
with, this Indenture, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any Grantor or any
other party to this Indenture, the Security Documents or the Intercreditor Agreement to perform its obligations hereunder or thereunder.
None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder
to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture,
the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s
Affiliates.


 


(d)              
The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication,
document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed,
sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation,
counsel to the Issuer or any Grantor), independent accountants and other experts and advisors selected by the Collateral Agent.
The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document.
The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Security Documents
or the Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority
in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction
by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take
any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Indenture, the Security Documents or the Intercreditor Agreement in accordance with a request, direction, instruction or consent
of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any
action taken or failure to act pursuant thereto shall be binding upon all of the Holders.


 






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(e)               
The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or the Issuer
referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.”
The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee
in accordance with Article 6 hereof or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section
10.09).


 


(f)               
Wilmington Trust, National Association and its respective Affiliates may make loans to, issue letters of credit for
the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting, or other business with any Grantor and its Affiliates as though it was not the Collateral Agent hereunder
and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, Wilmington
Trust, National Association or its respective Affiliates may receive information regarding any Grantor or its Affiliates (including
information that may be subject to confidentiality obligations in favor of any such Grantor or such Affiliate) and acknowledge
that the Collateral Agent shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing
herein shall impose or imply any obligation on the part of the Wilmington Trust, National Association to advance funds.


 


(g)              
The Collateral Agent may resign at any time by notice to the Trustee and the Issuer, such resignation to be effective
upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture,
the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective
date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after
consulting with the Trustee, subject to the consent of the Issuer (which shall not be unreasonably withheld and which shall not
be required during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is appointed
and consented to by the Issuer pursuant to the preceding sentence within 30 days after the intended effective date of resignation
(as stated in the notice of resignation) the Collateral Agent shall be entitled to petition a court of competent jurisdiction to
appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral
agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent”
shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral
Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 10.09
(and Section 7.07 hereof) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such
resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral
Agent under this Indenture.


 






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(h)              
The Trustee shall initially act as Collateral Agent and shall be authorized to appoint co- Collateral Agents as necessary
in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreement,
neither the Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall
be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever
with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually
receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees
or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction in a final and non-appealable decision.


 


(i)                
The Collateral Agent is authorized and directed to (i) enter into the Security Documents to which it is party, whether
executed on or after the Issue Date, (ii) enter into the Intercreditor Agreement, (iii) bind the Holders on the terms as set forth
in the Security Documents and the Intercreditor Agreement and (iv) perform and observe its obligations under the Security Documents
and the Intercreditor Agreement.


 


(j)                
The Trustee agrees that it shall not (and shall not be obliged to), and shall not instruct the Collateral Agent to,
unless specifically requested to do so by the Holders of a majority in aggregate principal amount of the Notes, take or cause to
be taken any action to enforce its rights under this Indenture, the Security Documents or the Intercreditor Agreement or against
any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any
security interest in, any of the Collateral.


 


If at any time
or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments
with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received
by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in
excess of the amount required to be paid to the Trustee pursuant to Article 7 hereof, the Trustee shall promptly turn the same
over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent
such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture, the Security Documents and the Intercreditor
Agreement.


 


(k)              
The Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest
in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee
obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Collateral Agent thereof and
promptly shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral
Agent’s instructions.


 






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(l)                
The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the
Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Collateral
Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are
entitled to any particular priority, or to determine whether all or the Grantor’s property constituting collateral intended
to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered,
as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all
or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities,
and powers granted or available to the Collateral Agent pursuant to this Indenture, any Security Document or the Intercreditor
Agreement other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of
the Notes or as otherwise provided in the Security Documents, it being understood and agreed that in respect of the Collateral,
or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee
or any Holder as to any of the foregoing.


 


(m)            
If the Issuer (i) incurs any obligations in respect of Secured Indebtedness at any time when no intercreditor agreement
is in effect or at any time when Indebtedness constituting Secured Indebtedness entitled to the benefit of an existing Intercreditor
Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting
the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor
Agreement) in favor of a designated agent or representative for the holders of the Secured Indebtedness so incurred, the Collateral
Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of
the Issuer, including legal fees and expenses of the Collateral Agent), bind the Holders on the terms set forth therein and perform
and observe its obligations thereunder.


 


(n)              
No provision of this Indenture, the Intercreditor Agreement or any Security Document shall require the Collateral
Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request
or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have received indemnity satisfactory to
the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto. Notwithstanding
anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral
Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession
of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect
or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined
that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or
such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an
amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all
such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably
deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient.


 






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(o)              
The Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with
this Indenture, the Intercreditor Agreement and the Security Documents or instrument referred to herein or therein, except to the
extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted
from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as
the Collateral Agent may agree in writing with the Issuer (and money held in trust by the Collateral Agent need not be segregated
from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion
of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action
taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive
rights or powers to the Collateral Agent shall not be construed to impose duties to act.


 


(p)              
Neither the Collateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from
acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics,
governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes
or other disasters. Neither the Collateral Agent nor the Trustee shall be liable for any indirect, special, punitive, incidental
or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood
thereof and regardless of the form of action.


 


(q)              
The Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by
the Issuer or any other Grantor under this Indenture, the Intercreditor Agreement and the Security Documents. The Collateral Agent
shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties
contained in this Indenture, the Intercreditor Agreement, the Security Documents or in any certificate, report, statement, or other
document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Intercreditor
Agreement or any Security Document; the execution, validity, genuineness, effectiveness or enforceability of the Intercreditor
Agreement and any Security Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency,
location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority
of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition,
results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform
its Obligations under this Indenture, the Intercreditor Agreement and the Security Documents. The Collateral Agent shall have no
obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the
observance or performance by any obligor of any terms of this Indenture, the Intercreditor Agreement and the Security Documents,
or the satisfaction of any conditions precedent contained in this Indenture, the Intercreditor Agreement and any Security Documents.
The Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture,
the Intercreditor Agreement and the Security Documents unless expressly set forth hereunder or thereunder. The Collateral Agent
shall have the right at any time to seek instructions from the Holders with respect to the administration of this Indenture, the
Intercreditor Agreement, the Security Documents or any certificate, report, statement, or other document referred to or provided
for therein.


 






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(r)                
The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible
for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties,
fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited
to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring
costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as
a result of this Indenture, the Intercreditor Agreement, the Security Documents or any actions taken pursuant hereto or thereto.
Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture,
the Intercreditor Agreement and the Security Documents, the Collateral Agent may hold or obtain indicia of ownership primarily
to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent
shall not be construed as or otherwise constitute any participation in the management of such Collateral.


 


(s)               
Upon the receipt by the Collateral Agent of a written request of the Issuer signed by two Officers (a “Security
Document Order”), the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into,
without the further consent of any Holder or the Trustee, any Security Document to be executed after the Issue Date. Such Security
Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document Order
referred to in, this Section 10.09(s), and (ii) instruct the Collateral Agent to execute and enter into such Security Document.
Any such execution of a Security Document shall be at the direction and expense of the Issuer, upon delivery to the Collateral
Agent of an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent to the execution and delivery
of the Security Document have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral
Agent to execute such Security Documents.


 


(t)                
Subject to the provisions of the applicable Security Documents and the Intercreditor Agreement, each Holder, by acceptance
of the Notes, agrees that the Collateral Agent shall execute and deliver the Intercreditor Agreement and the Security Documents
to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof.
For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or
the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without
the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee,
as applicable.


 


(u)              
After the occurrence of an Event of Default, the Trustee may direct the Collateral Agent in connection with any action
required or permitted by this Indenture, the Security Documents or the Intercreditor Agreement.


 


(v)              
The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed
under the Security Documents or the Intercreditor Agreement and to the extent not prohibited under the Intercreditor Agreement,
for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with
the provisions of Section 6.10 hereof and the other provisions of this Indenture.


 






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(w)            
In each case that Collateral Agent may or is required hereunder or under any other Security Document or the Intercreditor
Agreement to take any action (an “Action”), including without limitation to make any determination, to give
consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under the Security
Documents or the Intercreditor Agreement, the Collateral Agent may seek direction from the Holders of a majority in aggregate principal
amount of the then outstanding Notes. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be
taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding
Notes. If the Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then
outstanding Notes with respect to any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until
the Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding
Notes, and the Collateral Agent shall not incur liability to any Person by reason of so refraining.


 


(x)              
Notwithstanding anything to the contrary in this Indenture, the Security Documents or the Intercreditor Agreement,
in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing,
registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture,
the Security Documents or the Intercreditor Agreement (including without limitation the filing or continuation of any UCC financing
or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral
Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents or the security
interests or Liens intended to be created thereby.


 


(y)              
Before the Collateral Agent acts or refrains from acting in each case at the request or direction of the Issuer or
the Guarantors, it may require an Officers’ Certificate and an Opinion of Counsel, which shall conform to the provisions
of Section 14.05 hereof. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance
on such certificate or opinion.


 


(z)               
Notwithstanding anything to the contrary contained herein, the Collateral Agent shall act pursuant to the instructions
of the secured parties solely with respect to the Security Documents and the Collateral.


 


		Section	10.10   
Designations.



 


Except as provided
in the next sentence, for purposes of the provisions hereof and the Intercreditor Agreement requiring the Issuer to designate Indebtedness
for the purposes of the terms “First Priority Obligations,” “Revolving Credit Obligations,” “First
Lien Note Obligations”, “Second Priority Obligations” or any other such designations hereunder or under the Intercreditor
Agreement, any such designation shall be sufficient if the relevant designation is set forth in writing, signed on behalf of the
Issuer by an Officer and delivered to the Trustee, the Collateral Agent, the First Lien Trustee, the collateral agent under the
First Lien Notes and the collateral agent under the Credit Agreement. For all purposes of the Intercreditor Agreement, the Issuer
hereby designates the Obligations pursuant to the Credit Agreement and First Lien Notes as “First Priority Obligations.”


 






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Article
11

GUARANTEES


 


		Section	11.01   
Guarantee.



 


Subject to
this Article 11, each of the Guarantors hereby, jointly and severally, fully and 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, premium, if any, on the Notes shall be promptly paid in full when due, whether, 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 or the Collateral Agent hereunder or thereunder shall be promptly paid in full or performed, all
in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 


The Guarantors
hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of 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 11.01.


 


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.


 






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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 senior secured 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.


 


Notwithstanding
anything to the contrary, any direct or indirect parent company of the Issuer may guarantee the Notes and become a Guarantor hereunder.


 


		Section	11.02   
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
11, 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.


 






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		Section	11.03   
Execution and Delivery.



 


To evidence
its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in
the form attached hereto as Exhibit E shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents
or one of its Assistant Vice Presidents and that this Indenture shall be executed on behalf of such Guarantor by its President,
one of its Vice Presidents or one of its Assistant Vice Presidents.


 


Each Guarantor
hereby agrees that its Guarantee set forth in Section 11.01 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 or any supplemental indenture with respect hereto 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 11, to the extent applicable.


 


		Section	11.04   
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 11.01 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.


 






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		Section	11.05   
Benefits Acknowledged.



 


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


 


		Section	11.06   
Release of Guarantees.



 


A Guarantee
by a Guarantor shall be automatically and unconditionally released and discharged upon:


 


(a)               
any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (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 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 of all First Lien Obligations or such other guarantee
that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;


 


(c)               
the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance
with the applicable provisions of this Indenture; or


 


(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 Article 12 hereof.


 


Article
12

SATISFACTION AND DISCHARGE


 


		Section	12.01   
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


 


(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 (including upon the consummation of an Optional Second Lien Note Exchange), 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 shall irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the
benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as
shall 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 amount, premium, if any, and (without duplication) accrued
interest to the date of maturity or redemption, as the case may be;


 






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(B)             
no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and
simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) 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 shall not result in a breach or violation of, or constitute a default under any First Lien Obligations
or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by
which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and
any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);


 


(C)             
the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and


 


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


 


In addition,
the Issuer must deliver an Officers’ 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 12.01, the provisions of Section 12.02 and Section 8.06 hereof shall survive.


 


		Section	12.02   
Application of Trust Money.



 


Subject to
the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 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) or 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 12.01 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 12.01 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
13

MANDATORY EXCHANGE AT ISSUER’S OPTION


 


		Section	13.01   
Exchange Privilege.



 


(a)               
Subject to and upon compliance with the provisions of this Article 13, the Issuer shall have the right, at its sole
option, to require all Holders of Notes to mandatorily exchange all, but not less than all, of the Notes then outstanding (including
any Notes issuable upon the Issuer’s exercise of the Optional First Lien Note Exchange and any PIK Notes), subject to satisfaction
of the conditions described in Section 13.02 and contingent upon the prior closing of a First Lien Notes Refinancing, for New Second
Lien Cash Pay Notes in a principal amount equal to the sum of (i) the principal amount of Notes surrendered in such exchange (including,
for the avoidance of doubt, all PIK Notes), plus (ii) all accrued and unpaid interest on such Notes from and including the last
date on which interest thereon was paid to but not including the date of consummation of such exchange (the “Optional
Second Lien Note Exchange Closing Date”). The principal amount of such Notes exchanged under this Article 13 and the
accrued and unpaid interest thereon shall be paid in kind with New Second Lien Cash Pay Notes (rounded up to the nearest $1.00).
The New Second Lien Cash Pay Notes shall be issued pursuant to the New Second Lien Cash Pay Indenture.


 


(b)              
To the extent the Issuer exercises its rights to undertake the Optional Second Lien Note Exchange, each Holder (or
its designee) shall receive the New Second Lien Cash Pay Notes on the Optional Second Lien Note Exchange Closing Date. Upon such
exchange, the Issuer shall immediately cancel all surrendered Notes.


 


(c)               
All Notes exchanged shall continue to accrue interest through, but not including, the Optional Second Lien Note Exchange
Closing Date.


 


		Section	13.02   
Exchange Procedures.



 


If the Issuer elects
to exercise its rights to the Optional Second Lien Note Exchange, on the Optional Second Lien Note Exchange Notification Date the
Issuer will send an irrevocable written notice of mandatory exchange to each Holder (a “SL Exchange Notice”),
advising that the Issuer is exercising its right to the Optional Second Lien Note Exchange. The SL Exchange Notice shall contain
such instructions and materials as may be appropriate in order for the Holders to exchange their Notes pursuant to the Optional
Second Lien Note Exchange. The SL Exchange Notice shall be prepared by the Issuer and state:


 


(i)that
the Optional Second Lien Note Exchange is being made pursuant to this Article 13, and that all then-outstanding Notes (including
those issued or to be issued in any Optional First Lien Note Exchange, if applicable) will be exchanged for New Second Lien Cash
Pay Notes;


 






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(ii)the
anticipated Optional Second Lien Note Exchange Closing Date, which shall be no less than 15 calendar days and no more than 35 calendar
days following the date of the SL Exchange Notice;


 


(iv) that
interest on the Notes ceases to accrue on and after the Optional Second Lien Note Exchange Closing Date.



 


At the Issuer’s
request, the Trustee shall give the SL Exchange Notice in the Issuer’s name and at its expense; provided that the
Issuer shall have delivered to the Trustee, at least two Business Days before the SL Exchange Notice is required to be mailed or
caused to be mailed to Holders pursuant to this Section 13.02 (unless a shorter notice shall be agreed to by the Trustee), an Officers’
Certificate requesting that the Trustee give such notice and attaching the SL Exchange Notice as an exhibit thereto.


 


		Section	13.03   
Exchange Documentation.



 


(a)               
The Issuer and each Holder agrees to execute and deliver such documentation as may be reasonably requested to effect
the exchange of Notes, including making reasonable and customary representations and warranties as to the exchange and securities
to be received pursuant thereto. In any event, each Holder will be deemed to have made the representations set forth in Exhibit
H to the Issuer and the Guarantors as of the Optional Second Lien Note Exchange Closing Date.


 


(b)              
Unless otherwise required due to a change in circumstance or law or the rules and procedures of DTC, the documentation
for the closing of the Optional Second Lien Note Exchange shall be substantially the same as the documentation used in connection
with the issuance of the Initial Notes in exchange for Existing Second Lien Notes on the Issue Date, including collateral documents,
joinders to intercreditor agreements, opinions of counsel, officer’s certificates and other customary closing documentation
prepared in connection therewith; provided that no Holder shall be obliged to sign an exchange agreement related to the
Optional Second Lien Note Exchange.


 


(c)               
The Trustee shall be provided a written copy of all communications required by the Issuer under this Article 13 and
the Trustee may require other provisions that are customary and appropriate as long as they do not materially impair the right
of the Issuer to effect the Optional Second Lien Note Exchange or impose any material burden on the Holders or beneficial owners
to perform their obligations under such exercise or realize any tax or other burden.


 


(d)                 Each
Holder (or beneficial owner of a Global Note) shall furnish to the Issuer an accurate and properly executed IRS Form W-9 or applicable
IRS Form W-8 (together with any required attachments) as of a date relative to the Optional Second Lien Note Exchange Closing
Date that is reasonably acceptable to the Issuer; provided that failure to provide such IRS Form W-9 or IRS Form W-8 shall
in no way prevent the consummation of the Optional Second


 






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Article
14

MISCELLANEOUS


 


		Section	14.01   
[Reserved].



 


		Section	14.02   
Notices.



 


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


 


If to the Issuer
and/or any Guarantor:


 


c/o American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention: General Counsel


 


If to the Trustee
or Collateral Agent:


 


Wilmington Trust, National
Association, as Trustee and Collateral Agent:


50 South Sixth Street,
Suite 1290


Minneapolis, MN 55402-1544


Fax No.: (612) 217-5651


Attention:
Corporate Client Services


 


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


 


All notices
and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when
receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective
upon actual receipt thereof.


 


Any notice
or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication
shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture
Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.


 


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


 






    	143



    	 



    

 


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


 


		Section	14.03   
[Reserved].



 


		Section	14.04   
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 or the Notes, the
Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:


 


(a)               
An Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include
the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants,
if any, provided for in this Indenture or the Notes, 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 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have
been satisfied.


 


		Section	14.05   
Statements Required in Certificate or Opinion.



 


Each certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the Notes (other than a certificate
provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture
Act Section 314(e) and shall include:


 


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


 


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


 


(c)               
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the
case of an Opinion of Counsel, may be limited to reliance on an Officers’ 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.


 


		Section	14.06   
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.


 






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		Section	14.07   
No Personal Liability of Directors, Officers, Employees and Stockholders.



 


No director,
officer, employee, incorporator or stockholder, member or limited partner 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, the Security
Documents, the Intercreditor Agreement 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	14.08   
Governing Law.



 


THIS INDENTURE,
THE NOTES AND ANY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


		Section	14.09   
Waiver of Jury Trial.



 


EACH OF THE
ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


		Section	14.10   
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	14.11   
No Adverse Interpretation of Other Agreements.



 


This Indenture
may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


		Section	14.12   
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 11.06 hereof.


 






    	145



    	 



    

 


		Section	14.13   
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	14.14   
Counterpart Originals.



 


The parties
may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement.


 


		Section	14.15   
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	14.16   
Qualification of Indenture.



 


The Issuer
and the Guarantors are not be required to qualify this Indenture under the Trust Indenture Act.


 


		Section	14.17   
Direction by Holders to Enter into Security Documents and the Intercreditor Agreement.



 


By accepting
a Note, each Holder is deemed to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into
the Security Documents and the Intercreditor Agreement.


 


[Signatures
on following page]


 






    	146



    	 



    

 


AMERICAN MEDIA, INC.


 


 


 


By: /s/Christopher
V. Polimeni


Name:Christopher
V. Polimeni


 Title: Executive Vice President and Chief Financial Officer and Treasurer




 


 


AMI CELEBRITY PUBLICATIONS,
LLC


AMI DIGITAL, INC.

AMI PAPER, INC.


COUNTRY MUSIC MEDIA GROUP,
INC.


IN STORE SERVICES INC.


ODYSSEY
MAGAZINE PUBLISHING GROUP, INC.


WEIDER PUBLICATIONS,
LLC


 


 


By: /s/Christopher
V. Polimeni


Name:Christopher
V. Polimeni


 Title: Executive Vice President and Chief Financial Officer and Treasurer




 


Signature
Page to Indenture


 






    	 



    	 



    

 


WILMINGTON TRUST, NATIONAL
ASSOCIATION,


as Trustee and Collateral
Agent


 


 


By: /s/Jane Schweiger


Name:Jane Schweiger


 Title: Vice President


 


Signature
Page to Indenture


 






    	 



    	 



    

 




EXHIBIT
A


 


[Face
of Note]


 


[Insert the
Global Note Legend, if applicable pursuant to the provisions of the Indenture]


 


[Insert the
Private Placement Legend, if applicable pursuant to the provisions of the Indenture]


 


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


 


[Insert the
OID Legend, if applicable pursuant to the provisions of the Indenture]


 






    	A-1



    	 



    

 





CUSIP [ ]1


ISIN [ ]


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


 


10% Second
Lien Senior Secured PIK Notes due 2018


 


	No. 	[$________________ ]




 


AMERICAN
MEDIA, INC.


 


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 or Increase/Decrease
in the Principal Amount of the Global Note attached hereto] [of United States Dollars] on June 15, 2018.


 


Issue Date:


 


Interest Payment Dates: June
15 and December 15


 


Record Dates: June 1 and December
1


 


 


 


 


 


 














1 Rule 144A Note
CUSIP: 02744LAF7

Rule 144A Note ISIN: US02744LAF76





Regulation S Note CUSIP: not
applicable





Regulation S Note ISIN: not applicable





IAI Note CUSIP: not applicable





IAI Note ISIN: not applicable


 






    	A-2



    	 



    

 


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


 





 


	 	American Media, inc.
	 	 
	 	By: 	/s/ 
	 	 	Name:
Title:



 


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


 


Dated: [ ]





 


	 	WILMINGTON TRUST, NATIONAL
ASSOCIATION,
	 	as Trustee
	 	 
	 	By: 	/s/ 
	 	 	Authorized Signatory
	 	 	Title:



 






    	A-3



    	 



    

 


[Back of
Note]


 


10% Second
Lien Senior Secured PIK Notes due 2018


 


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


 


1. INTEREST.
The references in this Note to the “Issuer” refers only to American Media, Inc., a Delaware corporation. The
Issuer promises to pay interest on the principal amount of this Note at a rate of 10% per annum in the form of PIK Interest until
the Cash Pay Conversion Date, which commences upon the earliest to occur of: (a) December 15, 2016; (b) the First Lien Refinancing
Closing Date (as to which the Issuer shall provide written notice to the Trustee); (c) in the event that a Cash Interest Savings
Default has occurred, at the election of the Holders of at least a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee, such date that the Cash Interest Savings Default occurred; and (d) in the event that a
ROFO Default has occurred, at the election of the Participating Holders who hold at least a majority in aggregate principal amount
of the then outstanding Notes held by all Participating Holders by written notice to the Trustee, such date that the ROFO Default
occurred. From and after the Cash Pay Conversion Date, interest on the Notes will be paid at a rate of 13.5% per annum in the form
of cash interest until maturity. Interest on the Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the issue date of the Notes. The Issuer shall pay interest, semi-annually in arrears on June
15 and December 15 of each year, commencing on [__________], 20[__],or if any such day is not a Business Day, on the next succeeding
Business Day. Prior to the Cash Pay Conversion Date, PIK Interest shall be payable (x) with respect to Notes represented by one
or more Global Notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee
on the relevant Record Date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount
of PIK Interest for the applicable interest period (rounded up to the nearest $1.00) and (y) with respect to Notes represented
by Definitive Notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest
for the applicable period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an Authentication Order,
authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant Record Date,
as shown by the Note Register. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK
Payment, the Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment until
maturity. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest
from and after such date until maturity. Following the Cash Pay Conversion Date, interest on the Note shall be payable in cash.
All Notes issued pursuant to a PIK Payment will mature on June 15, 2018 and will be governed by, and subject to the terms, provisions
and conditions of, the Indenture and shall have the same rights and benefits as the Initial Notes. Any certificated PIK Notes will
be issues with the description “PIK” on the face of such PIK Note.


 






    	A-4



    	 



    

 


The Issuer
will pay interest on overdue principal and premium, if any, from time to time on demand at the interest rate of the Notes; it shall
pay interest on overdue installments of interest, if any from time to time on demand at the interest rate of 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 shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business
on the June 1 and December 1 (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 cash interest may be made by check mailed to the Holders at their
addresses set forth in the Register of the Holders, provided that [all payments of principal, premium, if any, and interest
on this Notes will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders
thereof]2 [all payments of principal, premium, if any, and interest on, this Note will be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer
by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion)].3 Such
payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.


 


3. PAYING
AGENT AND REGISTRAR. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, shall 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 October 2, 2013 (as amended, modified or supplemented from time to
time, the “Indenture”), among American Media, Inc., the Guarantors named therein, the Trustee and the Collateral
Agent. This Note is one of a duly authorized issue of notes of the Issuer designated as its 10% Second Lien Senior Secured PIK
Notes due 2018. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01, 2.15, 4.09 and 4.12 of 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)At any
time and from time to time prior to December 15, 2013, the Issuer may redeem up to 35% of the original principal amount of the
Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings
at a redemption price of 113.500% of the principal amount thereof plus accrued and unpaid interest, 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); provided that


 


 


 





	 	 	 	 



 





2 Applicable if this
Note is represented by a Global Note registered in the name of or held by DTC or its nominee on the relevant record date.


 


3 Applicable if this
Note is represented by a Definitive Note.



 






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(1)at least
65% of the original principal amount of the Notes remains outstanding after each such redemption; and


 


(2)the
redemption occurs within 90 days after the closing of such Equity Offering.


 


(b)At any
time prior to December 15, 2013 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 the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, 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 or
after December 15, 2013, the Issuer may redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the
Indenture, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below
plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning
on December 15 of each of the years indicated below:


 


	Year	 	Percentage	 
	2013	 	 	110.125	%
	2014	 	 	106.750	%
	2015	 	 	103.375	%
	2016 and thereafter	 	 	100.000	%



 


(d)[Reserved].


 


(e)Any
redemption pursuant to paragraphs 5(a)-(d) shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.


 


6.MANDATORY
REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. However,
the Issuer may be required to offer to purchase the Notes pursuant to Sections 4.10 and 4.14 of the Indenture. The Issuer may at
any time and from time to time purchase Notes in the open market or otherwise.


 


7.NOTICE
OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption shall 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 13 of the Indenture) to each Holder whose Notes
are to be redeemed at its registered address. Notes shall be redeemed in minimum denominations of $1.00 and integral multiples
of $1.00 in excess thereof; no Notes of $1.00 or less may be redeemed in part 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.


 






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8.OFFERS
TO REPURCHASE.


 


(a)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 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.


 


(b)Upon
the occurrence of Asset Sales, the Issuer may be obligated pursuant to Section 4.10 of the Indenture to make offers to purchase
Notes and redeem other Permitted Second Lien Obligations of the Issuer with a portion of the Net Proceeds of such Asset Sales at
a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.


 


9.DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are issued initially in registered form without coupons in minimum denominations of $1.00 and integral
multiples of $1.00 in excess thereof. 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.


 


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


 


11.AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture, the Security Documents, the Intercreditor Agreement, the Guarantees or the Notes may be amended
or supplemented as provided in the Indenture.


 


12.DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare
the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable
immediately. Notwithstanding the foregoing, (i) in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes shall become due and payable immediately without further action or notice and (ii) in the case
of an Event of Default arising from the failure to comply with the right of first offer set forth in Section 4.24 of the Indenture,
only the Participating Holders who hold at least a majority in principal amount of the then outstanding Notes held by all Participating
Holders 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 and Holders who do not constitute Participating Holders shall not be considered in accelerating
such an Event of Default. 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, without duplication, 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; provided that a waiver of an existing Default specified in clause (11) of Section 6.01(a) of
the Indenture may be waived by not less than a majority in principal amount of the then outstanding Notes held by Participating
Holders. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the
Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying
such Default and what action the Issuer is taking or proposes to take with respect thereto.


 






    	A-7



    	 



    

 


13.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.


 


14.MANDATORY
EXCHANGE. The Issuer has the right, at its sole option, to require all Holders to exchange all, but not less than all, of the Notes
for New Second Lien Cash Pay Notes, subject to terms and conditions set forth in Article 13 of the Indenture.


 


15.GOVERNING
LAW. THE INDENTURE, THIS NOTE AND ANY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.


 


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.


 






    	A-8



    	 



    

 


The Issuer
shall 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:


 


American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention:
General Counsel


 






    	A-9



    	 



    

 


ASSIGNMENT
FORM


 


To assign this
Note, fill in the form below:


 


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







(Insert assignee’s
legal name)


	 






(Insert
assignee’s Soc. Sec. or tax I.D. no.)





	 
	 
	 
	 









(Print or
type assignee’s name, address and zip code)






	and irrevocably appoint	:




to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 


 


Date: _______________________________


Your Signature:_____________________________


(Sign exactly as
your name appears

on the face of this Note)


 


Signature Guarantee*: ________________________________


 


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


 






    	A-10



    	 



    

 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want
to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:


 


[  ]
Section 4.10[  ] Section 4.14


 


If you want
to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased:


 


$________________


 


Date: ___________________


Your Signature: _____________________________________


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


 


 


 


Tax Identification
No.: ________________________________


 


Signature Guarantee*: _________________________________


 


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


 






    	A-11



    	 



    

 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE OR INCREASE/DECREASE IN THE PRINCIPAL AMOUNT OF 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 or increase/decrease in the principal amount of this Global Note, have been made:


 


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

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


 


 


_______________


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


 






    	A-12



    	 



    

 


EXHIBIT B


 


FORM OF CERTIFICATE
OF TRANSFER


 


American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention: General Counsel


 


Wilmington Trust, National Association,
as Trustee and Registrar


50 South Sixth Street, Suite
1290


Minneapolis, MN 55402-1544


Fax No.: (612) 217-5651


Attention: Corporate Client Services


 


Re: 10% Second
Lien Senior Secured PIK Notes due 2018


 


Reference is
hereby made to the Indenture, dated as of October 2, 2013 (the “Indenture”), among American Media, Inc., the
Guarantors named therein, the Collateral Agent 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 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as
amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities
laws of any state of the United States.


 


2.[ ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 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. Upon consummation of the proposed transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note shall be subject to the restrictions on Transfer enumerated in the Indenture
and the Securities Act.


 






    	B-1



    	 



    

 


3.[ ]
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OR A RESTRICTED DEFINITIVE
NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States,
and accordingly the Transferor hereby further certifies that (check one):


 


(a)[ ]
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


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


 


or


 


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


 


or


 


(d)[ ]
such Transfer is being effect to an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or (7)
under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements,
in the form which is attached to the Indenture.


 


4.[ ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE
NOTE.


 


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


 






    	B-2



    	 



    

 


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


 


(c)[ ]
CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note shall 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-3



    	 



    

 


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


 





 


	 	[Insert Name of Transferor]
	 	 
	 	By: 	/s/ 
	 	 	Name:
Title:



 


Date: ________________________





 






    	B-4



    	 



    




 


ANNEX A TO
CERTIFICATE OF TRANSFER


 


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


 


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


 


		(a)	[ ] a beneficial interest in the:



 


(i)[ ]
144A Global Note (CUSIP 02744LAF7), or


 


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


 


(iii)[ ]
IAI Global Note (CUSIP _________), or


 


		(b)	[ ] a Restricted Definitive Note.



 


2.After
the Transfer the Transferee shall hold:


 


[CHECK ONE]


 


		(a)	[ ] a beneficial interest in the:



 


(i)[ ]
144A Global Note (CUSIP 02744LAF7), or


 


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


 


(iii)[ ]
IAI Global Note (CUSIP __________), or


 


(iv)[ ]
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-5



    	 



    

 


EXHIBIT
C


 


FORM OF CERTIFICATE
OF EXCHANGE


 


American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention: General Counsel


 


Wilmington Trust, National Association,
as Trustee and Registrar


50 South Sixth Street, Suite
1290


Minneapolis, MN 55402-1544


Fax No.: (612) 217-5651


Attention: Corporate Client Services


 


Re: 10% Second
Lien Senior Secured PIK Notes due 2018


 


Reference is
hereby made to the Indenture, dated as of October 2, 2013 (the “Indenture”), among American Media, Inc., the
Guarantors named therein, the Collateral Agent 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”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global
Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


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


 






    	C-1



    	 



    

 


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


 


d)[ ]
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,
(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 shall 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.


 






    	C-2



    	 



    

 


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 [  ] IAI Global Note, with an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued shall
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: 	/s/
	 	 	Name:
Title:



 


Date: ______________________________





 






    	C-3



    	 



    




 


EXHIBIT
D


 


[FORM
OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of [           ],
among [GUARANTOR] (the “Guaranteeing Subsidiary”), AMERICAN MEDIA, INC., a Delaware corporation (the “Issuer”)
and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee and collateral agent under the indenture referred to below (collectively
in such capacities, the “Trustee”).


 


W I T N E
S S E T H:


 


WHEREAS, the
Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October
2, 2013, providing for the initial issuance of $94,287,724 in aggregate principal amount of 10% Second Lien Senior Secured PIK
Notes due 2018 (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)The
Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject
to all of the obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary agrees to be bound by
all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor
under the Indenture.


 


(b)The
Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably
Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article 11 of the Indenture on a senior basis.


 






    	D-1



    	 



    

 


(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)Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK


 


(5)Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


(6)Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


(7)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.


 






    	D-2



    	 



    

 


 


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: 	/s/ 
	 	 	Name:
Title:



 





 


	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
	 	 
	 	By: 	/s/ 
	 	 	Name:
Title:






 


Acknowledged by:


 


AMERICAN MEDIA, INC.


 


	By: 	/s/ 	 
	 	Name:
Title:	 




 






    	D-3



    	 



    

 


EXHIBIT E





 


FORM OF CERTIFICATE
FROM

ACQUIRING ACCREDITED INVESTOR


 


American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention: General Counsel


 


Wilmington Trust, National Association,
as Trustee and Registrar


50 South Sixth Street, Suite
1290


Minneapolis, MN 55402-1544


Fax No.: (612) 217-5651


Attention: Corporate Client Services


 


Re: 10% Second
Lien Senior Secured PIK Notes due 2018


 


Reference is
hereby made to the Indenture, dated as of October 2, 2013 (the “Indenture”), among American Media, Inc., a Delaware
corporation (the “Company”), the Guarantors named therein and Wilmington Trust, National Association, as trustee
and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


In connection
with our proposed purchase of $______________ in aggregate principal amount of:


 


(i)[_]
a beneficial interest in a Global Note, or


 


(ii)[_]
a Definitive Note,


 


we confirm that:


 


1.We understand
that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in
the Indenture, and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest
therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the
“Securities Act”).


 


2.We understand
that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (a)
to the Company (b) so long as the Notes are eligible for resale pursuant to Rule 144A under the Securities Act to a person whom
we reasonably believe is a qualified institutional buyer within the meaning of Rule 144A purchasing for its own account or for
the account of a qualified institutional buyer, in each case, to whom notice is given that the offer, resale, pledge or other transfer
is being made in reliance on Rule 144A, (c) to non-U.S. persons in offshore transactions in accordance with Rule 904 of Regulation
S under the Securities Act, (d) pursuant to Rule 144 under the Securities Act, (e) pursuant to an effective registration statement
under the Securities Act or (f) in any other transaction that does not require registration under the Securities Act, and we further
agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of any of clauses (a) through (f) of this paragraph a notice advising such purchaser that resales thereof
are restricted as stated herein.


 






    	E-1



    	 



    

 


3.We understand
that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company
such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed
sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing
effect.


 


4.We are
an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our
or its investment.


 


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


 


6.We are
acquiring a minimum principal amount of $250,000 of the Notes for investment purposes and not with a view to or for offer or sale
in connection with any distribution in violation of the Securities Act.


 


You and the
Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


 


	 	[Insert Name of Transferor]
	 	 
	 	By: 	/s/
	 	 	Name:
Title:



 


 


Dated: _________________________


 






    	E-2



    	 



    

 


EXHIBIT F


 


FORM OF NOTATION
OF GUARANTEE


 


For value received, each Guarantor
(which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, dated as of October 2, 2013 (the “Indenture”),
among American Media, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto and Wilmington
Trust, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of,
premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture
are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the
Trustee attorney-in-fact of such Holder for all purposes.


 


Capitalized terms used but
not defined herein have the meanings given to them in the Indenture.


 


	 	[Name of Guarantor(s)]
	 	 
	 	By: 	/s/ 
	 	 	Name:
Title:



 






    	F-1



    	 



    

 


EXHIBIT G


 


FORM OF NEW
SECOND LIEN CASH PAY INDENTURE


 


 


	
         

        FORM OF INDENTURE

         

        Dated as
        of [__________], 20[__]

         

        Among

         

        AMERICAN
        MEDIA, INC.,

         

        THE GUARANTORS
        NAMED ON THE SIGNATURE PAGES HERETO

         

        and

         

        [WILMINGTON
        TRUST, NATIONAL ASSOCIATION,]

         

        as Trustee
        and Collateral Agent

         

        [__]%1
        SECOND LIEN SENIOR SECURED NOTES DUE 20[__]2

         




 


 





 


	 	 	 	 






 


1 Interest Rate applicable
to the Notes shall be equal to:


 


		(a)	if the First Lien Indenture First Lien Leverage Ratio (as defined herein) and excluding in each instance revolving indebtedness
under the Credit Agreement) (“Total Leverage Ratio”) of the Issuer, pro forma for the closing of the
First Lien Notes Refinancing (as defined in the Existing Second Lien PIK Indenture), is greater than or equal to 4.5x, the greater
of (i) 13.5% and (ii) the YTM (as defined below) plus 400 basis points, payable in cash but with any coupon above 13.5% paid in
kind; and



 


		(b)	if such Total Leverage Ratio is less than 4.5x, the greater of (i) 13.5% and (ii) YTM (as defined below) plus 200 basis points,
payable in cash but with any coupon above 13.5% paid in kind.



 


“YTM” means
the yield to maturity of the First Lien Notes / First Lien Term Loans. In the event floating rate debt is issued, YTM will be determined
on a swapped to fixed rate basis (with swap rates determined at the time of closing the First Lien Notes Refinancing). Original
issue discount (“OID”) or upfront fees paid to investors will be incorporated according to bond market
convention, or in the case of loans, based on an assumed four-year life-to-maturity (i.e., a 4:1 ratio of interest rate to OID
or upfront fees such that 0.25% per annum of rate equals 1.0% of OID or upfront fees).


 


2 Maturity date is to be
six months after the maturity date of the new First Lien Notes / First Lien Term Loans in connection with the First Lien Notes
Refinancing.



 






    	 



    	 



    

 


TABLE
OF CONTENTS3


 


Page


 





	Article 1	 
	DEFINITIONS AND INCORPORATION BY REFERENCE	 
	 	 	 
	Section 1.01	Definitions	7
	Section 1.02	Other Definitions	43
	Section 1.03	Limited Incorporation by Reference of Trust Indenture Act	44
	Section 1.04	Rules of Construction	44
	Section 1.05	Acts of Holders	45
	 	 	 
	Article 2	 
	THE NOTES	 
	 	 	 
	Section 2.01	Form and Dating; Terms	46
	Section 2.02	Execution and Authentication	48
	Section 2.03	Registrar and Paying Agent	49
	Section 2.04	Paying Agent To Hold Money in Trust	50
	Section 2.05	Holder Lists	50
	Section 2.06	Transfer and Exchange	50
	Section 2.07	Replacement Notes	64
	Section 2.08	Outstanding Notes	64
	Section 2.09	Treasury Notes	64
	Section 2.10	Temporary Notes	65
	Section 2.11	Cancellation	65
	Section 2.12	Defaulted Interest	65
	Section 2.13	CUSIP and ISIN Numbers	66
	Section 2.14	Calculation of Principal Amount of Notes	66
	Section 2.15	[Issuance of PIK Notes].	66
	Section 2.16	Tax Considerations for Holders.	67
	 	 	 
	Article 3	 
	REDEMPTION	 
	 	 	 
	Section 3.01	Notices to Trustee	68
	Section 3.02	Selection of Notes To Be Redeemed or Purchased	68
	Section 3.03	Notice of Redemption	68
	Section 3.04	Effect of Notice of Redemption	69
	Section 3.05	Deposit of Redemption or Purchase Price	70
	Section 3.06	Notes Redeemed or Purchased in Part	70
	Section 3.07	Optional Redemption	70
	Section 3.08	Mandatory Redemption	72
	Section 3.09	Offers to Repurchase by Application of Excess Proceeds	72



 


 


	 	 	 	 






 


3 If a portion of the interest
on the Notes will be payable in kind, the PIK provisions should be retained. If no PIK interest on the notes required, the bracketed
PIK provisions throughout this Indenture should be deleted.



 






    	i



    	 



    

 


	 	 	 
	Article 4	 
	COVENANTS	 
	 	 	 
	Section 4.01	Payment of Notes	74
	Section 4.02	Maintenance of Office or Agency	74
	Section 4.03	Reports and Other Information	75
	Section 4.04	Compliance Certificate	76
	Section 4.05	Taxes	76
	Section 4.06	Stay, Extension and Usury Laws	76
	Section 4.07	Limitation on Restricted Payments	77
	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	83
	Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	85
	Section 4.10	Asset Sales	91
	Section 4.11	Transactions with Affiliates	94
	Section 4.12	Liens	96
	Section 4.13	Changes in Covenants When Notes Rated Investment Grade	97
	Section 4.14	Offer To Repurchase upon Change of Control	98
	Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	101
	Section 4.16	[Reserved]	101
	Section 4.17	Tax Treatment of the Notes	101
	Section 4.18	Non-Impairment of Security Interest	101
	Section 4.19	[Reserved]	102
	Section 4.20	After-Acquired Collateral; Further Assurances	102
	Section 4.21	Information Regarding Collateral	102
	Section 4.22	Maintenance of Property; Insurance	103
	Section 4.23	[Reserved]	103
	Section 4.24	[Reserved]	103
	Section 4.25	Anti-Layering	103
	 	 	 
	Article 5	 
	SUCCESSORS	 
	 	 	 
	Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	104
	Section 5.02	Successor Corporation Substituted	106
	 	 	 
	Article 6	 
	DEFAULTS AND REMEDIES	 
	 	 	 
	Section 6.01	Events of Default	106
	Section 6.02	Acceleration	108
	Section 6.03	Other Remedies	109
	Section 6.04	Waiver of Past Defaults	109
	Section 6.05	Control by Majority	110
	Section 6.06	Limitation on Suits	110
	Section 6.07	Rights of Holders of Notes To Receive Payment	110
	Section 6.08	Collection Suit by Trustee	110



 






    	ii



    	 



    

 


	 	 	 
	Section 6.09	Restoration of Rights and Remedies	111
	Section 6.10	Rights and Remedies Cumulative	111
	Section 6.11	Delay or Omission Not Waiver	111
	Section 6.12	Trustee May File Proofs of Claim	111
	Section 6.13	Priorities	112
	Section 6.14	Undertaking for Costs	112
	 	 	 
	Article 7	 
	TRUSTEE	 
	 	 	 
	Section 7.01	Duties of Trustee	113
	Section 7.02	Rights of Trustee	114
	Section 7.03	Individual Rights of Trustee	115
	Section 7.04	Trustee’s Disclaimer	115
	Section 7.05	Notice of Defaults	115
	Section 7.06	Reserved	116
	Section 7.07	Compensation and Indemnity	116
	Section 7.08	Replacement of Trustee	117
	Section 7.09	Successor Trustee by Merger, etc.	117
	Section 7.10	Eligibility; Disqualification	118
	Section 7.11	Preferential Collection of Claims Against Issuer	118
	Section 7.12	[Reserved]	118
	Section 7.13	Authorization of Security Documents; Intercreditor Agreement	118
	 	 	 
	Article 8	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	118
	Section 8.02	Legal Defeasance and Discharge	118
	Section 8.03	Covenant Defeasance	119
	Section 8.04	Conditions to Legal or Covenant Defeasance	120
	Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	121
	Section 8.06	Repayment to Issuer	122
	Section 8.07	Reinstatement	122
	 	 	 
	Article 9	 
	AMENDMENT, SUPPLEMENT AND WAIVER	 
	 	 	 
	Section 9.01	Without Consent of Holders of Notes.	122
	Section 9.02	With Consent of Holders of Notes	124
	Section 9.03	[Reserved]	126
	Section 9.04	Revocation and Effect of Consents	126
	Section 9.05	Notation on or Exchange of Notes	127
	Section 9.06	Trustee To Sign Amendments, etc.	127
	Section 9.07	[Reserved]`	Error!
    Bookmark not defined.



 






    	iii



    	 



    

 


	 	 	 
	Article 10	 
	COLLATERAL AND SECURITY	 
	 	 	 
	Section 10.01	Collateral and Security Documents	127
	Section 10.02	Recordings and Opinions	128
	Section 10.03	Release of Collateral	128
	Section 10.04	Suits To Protect the Collateral	130
	Section 10.05	Authorization of Receipt of Funds by the Trustee Under the Security Documents	131
	Section 10.06	Purchaser Protected	131
	Section 10.07	Powers Exercisable by Receiver or Trustee	131
	Section 10.08	Release Upon Termination of the Issuer’s Obligations	131
	Section 10.09	Collateral Agent	132
	Section 10.10	Designations	139
	 	 	 
	Article 11	 
	GUARANTEES	 
	 	 	 
	Section 11.01	Guarantee	140
	Section 11.02	Limitation on Guarantor Liability	141
	Section 11.03	Execution and Delivery	142
	Section 11.04	Subrogation	142
	Section 11.05	Benefits Acknowledged	142
	Section 11.06	Release of Guarantees	143
	 	 	 
	Article 12	 
	SATISFACTION AND DISCHARGE	 
	 	 	 
	Section 12.01	Satisfaction and Discharge	143
	Section 12.02	Application of Trust Money	144
	 	 	 
	Article 13	 
	MISCELLANEOUS	 
	 	 	 
	Section 13.01	[Reserved]	145
	Section 13.02	Notices	145
	Section 13.03	[Reserved]	146
	Section 13.04	Certificate and Opinion as to Conditions Precedent	146
	Section 13.05	Statements Required in Certificate or Opinion	146
	Section 13.06	Rules by Trustee and Agents	147
	Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders	147
	Section 13.08	Governing Law	147
	Section 13.09	Waiver of Jury Trial	147
	Section 13.10	Force Majeure	147
	Section 13.11	No Adverse Interpretation of Other Agreements	147
	Section 13.12	Successors	148
	Section 13.13	Severability	148
	Section 13.14	Counterpart Originals	148
	Section 13.15	Table of Contents, Headings, etc.	148
	Section 13.16	Qualification of Indenture	148
	Section 13.17	Direction by Holders to Enter into Security Documents and the Intercreditor Agreement	148







 






    	iv



    	 



    

 


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




	Exhibit E	Form of Certificate from Acquiring Accredited Investor
	Exhibit F	Form of Notation of Guarantee




 






    	v



    	 



    

 


INDENTURE,
dated as of [__________], 20[__], among American Media, Inc., a Delaware corporation, the Guarantors listed on the signature pages
hereto and [Wilmington Trust, National Association], as trustee (together with its successors and assigns, in such capacity, the
“Trustee”) and as collateral agent (together with its successors and assigns, in such capacity, the “Collateral
Agent”). References to the “Issuer” in this Indenture refer only to American Media, Inc. and not any
of its Subsidiaries.


 


W
I T N E S S E T H:


 


WHEREAS, the
Issuer previously issued $94,287,724 in aggregate principal amount of its 10% Second Lien Senior Secured PIK Notes due 2018 (the
“Existing Second Lien PIK Notes”) pursuant to an Indenture, dated as of October 2, 2013, among the Issuer, the
subsidiaries of the Issuer named as guarantors on the signature pages thereto and Wilmington Trust, National Association, as trustee
and collateral agent (the “Existing Second Lien PIK Indenture”);


 


WHEREAS, pursuant
to the terms and conditions contained in the Existing Second Lien PIK Indenture, the Issuer has the option, in its sole discretion
in connection with a First Lien Notes Refinancing, to require the holders of all Existing Second Lien PIK Notes then outstanding
(regardless of whether issued on the initial issue date, issued as interest paid in kind, or issued for any other reason) to exchange
such Existing Second Lien PIK Notes for Initial Notes of the Issuer issued on the Issue Date in an aggregate principal amount equal
to the principal amount surrendered by the holders thereof plus accrued and unpaid interest thereon, and as of the Optional Second
Lien Note Exchange Notification Date, the Issuer has exercised such option with respect to all of the outstanding Existing Second
Lien PIK Notes;


 


[WHEREAS, the
Issuer previously issued $385,000,000 in aggregate principal amount of its 11 1⁄2% First Lien Senior Secured Notes due 2017
(the “Existing First Lien Notes”) pursuant to an Indenture, dated as of December 1, 2010, among the Issuer,
the subsidiaries of the Issuer named as guarantors on the signature pages thereto and Wilmington Trust, National Association (as
successor by merger to Wilmington Trust FSB), as trustee and collateral agent (the “Existing First Lien Indenture”);


 


WHEREAS, pursuant
to the terms and conditions contained in the Exchange Agreement, the Issuer has the option, in its sole discretion, to require
certain holders of the Existing Second Lien PIK Notes (collectively, the “Participating Holders”) to exchange
up to $55,000,000 in aggregate principal amount of the Existing First Lien Notes for an aggregate principal amount of Initial
Notes of the Issuer issued on the Issue Date equal to the sum of (i) the principal amount of Existing First Lien Notes exchanged,
plus (ii) an amount equal to the then applicable optional redemption premium pursuant to Section 3.07(d) of the Existing First
Lien Indenture applicable to the Existing First Lien Notes as of the closing date of the First Lien Notes Refinancing (as defined
herein), and as of the date hereof the Issuer has exercised such option with respect to a principal amount of $[__________] of
outstanding Existing First Lien Notes;]4





 


 





	 	 	 	 



 





4 These bracketed paragraphs
to be included only if the Issuer exercises the Optional First Lien Notes Exchange and they are exchanged directly for Notes under
this Indenture.



 






    	6



    	 



    

 


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


 


NOW, THEREFORE,
the Issuer, the Guarantors, the Trustee and the Collateral Agent 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,
the OID Legend, if applicable, and the Private Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee that shall be issued (or the principal amount of which will be increased) in a denomination
equal to the outstanding principal amount of Initial Notes and any Additional Notes issued or sold in reliance on Rule 144A [(including,
for the avoidance of doubt, any PIK Notes issued on any of the foregoing)].5


 


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


 


“Acquired
Indebtedness” means, with respect to any specified Person, Indebtedness of any other Person existing at the time such
other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred
in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such
specified Person, and Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.


 


“Additional
Notes” means (i) additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance
with Sections 2.01, 4.09 and 4.12 hereof and (ii) any PIK Notes issued (and any increase in principal amount of the Notes as a
result of a PIK Payment) from time to time under this Indenture in accordance with Section 2.15 hereof and paragraph 1 of the Notes.


 


“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.


 


 


 





	 	 	 	 



 








5 See footnote 3.


 






    	7



    	 



    




 


“Agent”
means any Registrar or Paying Agent.


 


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


 


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


 


(2)the
excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at [___________], 20[__]
(such redemption price being set forth in the table appearing in Section 3.07 hereof), plus (ii) all required interest payments
due on such Note through [__________], 20[__] (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 (b) the principal amount of such
Note.6


 


The
Applicable Premium shall be calculated by the Issuer, and the Trustee shall have no duty to verify such calculation.


 


“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 Clearstream that apply to such transfer or exchange.


 


“Asset
Sale” means:


 


(1)the
sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property
or assets (including by way of a Sale and Lease-back Transaction) of the Issuer or any of the Restricted Subsidiaries (each referred
to in this definition as a “disposition”); or


 


(2)the
issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions
(other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 4.09);


 


in each case,
other than:


 


(a)any
disposition of Cash Equivalents or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory
or goods (or other assets) in the ordinary course of business;


 


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


 





	 	 	 	 



 





6 Dates in this paragraph
to be the same as in Section 3.07(a).



 






    	8



    	 



    

 


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


 


(d)any
disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related
transactions with an aggregate fair market value of less than $7.5 million;


 


(e)any
disposition of property or assets or issuance of securities (i) by a Guarantor to the Issuer or by the Issuer or a Guarantor to
another Guarantor or (ii) by a Restricted Subsidiary that is not a Guarantor to the Issuer, a Guarantor or to another Restricted
Subsidiary that is not a Guarantor;


 


(f)
to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a
Similar Business;


 


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


 


(h)any
issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary other than to the extent
that the Investment in such Unrestricted Subsidiary constituted a Permitted Investment hereunder;


 


(i)solely
for the purposes of clauses (1) and (2) of Section 4.10(a), foreclosures, condemnation or any similar action on assets;


 


(j)the
granting of Liens not prohibited by this Indenture;


 


(k)the
licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business; and


 


(l)solely
for the purposes of clauses (1) and (2) of Section 4.10(a), any surrender or waiver of contract rights or the settlement, release
or surrender of contract rights or other litigation claims in the ordinary course of business.


 


“Bankruptcy
Code” means the United States Bankruptcy Code 11 U.S.C. §§ 101-1532, as amended.


 


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


 


“Board
of Directors” means:


 


(1)with
respect to a corporation, the board of directors of the corporation;


 


(2)with
respect to a partnership, the board of directors of the general partner of the partnership; and


 






    	9



    	 



    

 


(3)with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Board
Resolution” means, with respect to the Issuer, a duly adopted resolution of the Board of Directors of the Issuer or any
committee thereof.


 


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


 


“Capital
Stock” means:


 


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


 


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


 


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


 


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


 


“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)United
States dollars;


 


(2)(a)
euro, or any national currency of any participating member of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted
Subsidiary, such local currencies held by them from time to time in the ordinary course of business;


 


(3)securities
issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or issued by 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;


 






    	10



    	 



    

 


(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 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 Business Days following the receipt of such amounts.


 


“Cash
Management Bank” means any Credit Agreement Lender or an Affiliate of a Credit Agreement Lender (together with its successors
and assigns) providing Cash Management Services to the Issuer or any Guarantor.


 


“Cash
Management Obligations” means all obligations owing by the Issuer or any Guarantor to any Cash Management Bank in respect
of any Cash Management Services (including, without limitation, indemnities, fees and interest thereon and all interest and fees
that accrue on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective
documents governing the Cash Management Services, whether or not a claim for post-petition interest or fees is allowed or allowable
in any such Insolvency or Liquidation Proceeding), now existing or hereafter incurred under, arising out of or in connection with
such Cash Management Services, and the due performance and compliance by the Issuer or such Guarantor with the terms, conditions
and agreements of such Cash Management Services.


 






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“Cash
Management Services” means treasury, depository, bank product and/or cash management services or any automated clearing
house transfer services.


 


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


 


(1)the
sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and
its Subsidiaries, taken as a whole, other than to a Permitted Holder or to a Person with respect to which the Permitted Holders
have the right or ability, by voting power, contract or otherwise, to elect or designate for election a majority of the board of
directors of such Person or any direct or indirect holding company of such Person;


 


(2)(A)
the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) that 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), other than the Permitted Holders, has become the “beneficial owner”
(as defined in Rules 13d-3 of the Exchange Act, or any successor provision), by way of merger, consolidation or other business
combination or purchase, of 50% or more of the total voting power of the Voting Stock of the Issuer or any direct or indirect parent
company holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer and (B) the Permitted Holders
do not have the right or ability, by voting power, contract or otherwise, to elect or designate for election a majority of the
Board of Directors of the Issuer or such parent company; or


 


(3)the
adoption by the stockholders of the Issuer of a plan or proposal for the liquidation or dissolution of the Issuer.


 


“Clearstream”
means Clearstream Banking, Société Anonyme, and its successors.


 


“Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute.


 


“Collateral”
means all of the property and assets whether now owned or hereafter acquired, in each case, in which Liens are, from time to time,
purported to be granted to secure the Obligations (as defined in the Security Documents) under the Notes and the Guarantees pursuant
to the Security Documents, other than Excluded Assets.


 


“Collateral
Agent” has the meaning assigned to such term in the preamble to this Indenture.


 


“Consolidated
Interest Expense” means, for any period, the total interest expense of the Issuer and its consolidated Restricted Subsidiaries
(other than with respect to interest paid in kind by the issuance of additional Indebtedness and other non-cash interest expense),
plus, to the extent incurred by the Issuer and its Restricted Subsidiaries in such period but not included in such interest expense:


 






    	12



    	 



    

 


(a)interest
expense attributable to Capitalized Lease Obligations and the interest expense attributable to leases constituting part of a Sale
and Lease-back Transaction,


 


(b)amortization
of debt discount and debt issuance costs,


 


(c)capitalized
interest,


 


(d)commissions,
discounts and other fees and charges attributable to letters of credit and bankers’ acceptance financing,


 


(e)interest
accruing on any Indebtedness of any other Person to the extent such Indebtedness is guaranteed by (or secured by the assets of)
the Issuer or any Restricted Subsidiary,


 


(f)
net costs associated with Hedging Obligations,


 


(g)dividends
in respect of all Disqualified Stock of the Issuer and all Preferred Stock of any of the Restricted Subsidiaries of the Issuer,
to the extent held by Persons other than the Issuer or a Wholly Owned Subsidiary,


 


(h)interest
incurred in connection with investments in discontinued operations, and


 


(i)the
cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan
or trust to pay interest or fees to any Person (other than the Issuer) in connection with Indebtedness incurred by such plan or
trust.


 


Notwithstanding anything to the
contrary contained herein, commissions, discounts, yield and other fees and charges incurred in connection with any transaction
pursuant to which the Issuer or any Subsidiary of the Issuer may sell, convey or otherwise transfer or grant a security interest
in any accounts receivable or related assets shall be included in Consolidated Interest Expense.


 


“Consolidated
Leverage Ratio” as of any date of determination means the ratio of:


 


(a)Total
Consolidated Indebtedness as of the date of determination to


 


(b)the
aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending at the end of the most recent
fiscal quarter for which internal financial statements are available,


 


provided, however,
that


 


(i)if
the Issuer or any Restricted Subsidiary has incurred any Indebtedness since the beginning of such period that remains outstanding
on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is an
incurrence of Indebtedness, EBITDA and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such period shall
be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first
day of such period and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds
of such new Indebtedness as if such discharge had occurred on the first day of such period (except that in making such computation,
the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be deemed to be
(i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility
was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such
Indebtedness during the period from the date of creation of such facility to the date of such calculation, in each case, provided
that such average daily balance shall take into account any repayment of Indebtedness under such facility as provided in clause
(ii)),


 






    	13



    	 



    

 


(ii)if
the Issuer or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning
of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness
incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on
the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio, EBITDA and, for the purpose of
calculating EBITDA, Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge
had occurred on the first day of such period and as if the Issuer or such Restricted Subsidiary had not earned the interest income
actually earned during such period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge
such Indebtedness,


 


(iii)if
since the beginning of such period the Issuer or any Restricted Subsidiary shall have made any Asset Sale, EBITDA for such period
shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets that were the subject of such Asset
Sale for such period or increased by an amount equal to EBITDA (if negative) directly attributable thereto for such period and,
for the purpose of calculating EBITDA, Consolidated Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the Issuer or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Issuer and its continuing Restricted Subsidiaries in connection with such
Asset Sale for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for
such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Issuer and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such sale),


 


(iv)if
since the beginning of such period the Issuer or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment
in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition
of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially
all of an operating unit of a business, EBITDA and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment
or acquisition had occurred on the first day of such period, and


 






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(v)if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the
Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Sale or any Investment or acquisition
of assets that would have required an adjustment pursuant to clause (iii) or (iv) above if made by the Issuer or a Restricted Subsidiary
during such period, EBITDA and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition of assets had occurred on the first day
of such period.


 


For purposes of this definition,
whenever pro forma effect is to be given to a transaction, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting Officer of the Issuer; provided that any such pro forma
calculations with respect to cost savings, operating expense reductions or synergies for such period shall be limited to those
resulting from the transaction which is being given pro forma effect that in the reasonable determination of a responsible financial
or accounting Officer of the Issuer (a) are reasonably identifiable and factually supportable and (b) such actions have been realized
or for which the steps necessary for realization have been taken or are reasonably expected to be taken within twelve months following
any such transaction, including, but not limited to, the execution or termination of any contracts, the termination of any personnel
or the closing (or approval by the Board of Directors of any closing) of any facility, as applicable. If any Indebtedness bears
a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated
as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any
Hedging Obligation applicable to such Indebtedness).


 


“Consolidated
Net Income” means, for any period, the net income (excluding non-controlling interest) of the Issuer and its Restricted
Subsidiaries for such period; provided, however, that there shall not be included in such Consolidated Net Income:


 


(a)any
net income of any Person (other than the Issuer) if such Person is not a Restricted Subsidiary, except that


 


(i)subject
to the limitations contained in clause (d) below, the Issuer’s equity in the net income of any such Person for such period
shall be included in such Consolidated Net Income up to the aggregate amount of cash (or other assets to the extent converted into
cash) actually distributed by such Person during such period to the Issuer or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend, debt repayment or other distribution made to a Restricted Subsidiary (other than a Guarantor),
to the limitations contained in clause (b) below) and


 






    	15



    	 



    

 


(ii)the
Issuer’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income
to the extent such loss has been funded with cash from the Issuer or a Restricted Subsidiary;


 


(b)except
for the purposes of calculating Consolidated Leverage Ratio, any net income (or loss) of any Restricted Subsidiary (other than
any Guarantor) if such Restricted Subsidiary is not permitted by restrictions, directly or indirectly, to pay dividends or make
distributions (unless legally waived) to the Issuer, except that


 


(i)the
net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate
amount of cash (or other assets to the extent converted into cash) actually distributed by such Restricted Subsidiary during such
period to the Issuer or another Restricted Subsidiary as a dividend, debt repayment or other distribution (subject, in the case
of a dividend, debt repayment or other distribution made to another Restricted Subsidiary (other than a Guarantor), to the limitation
contained in this clause) and


 


(ii)the
net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;


 


(c)any
gain (loss) realized (less all fees and expenses related thereto) upon the sale or other disposition of any asset of the Issuer
or its consolidated Subsidiaries (including pursuant to any Sale and Lease-back Transaction) that is not sold or otherwise disposed
of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any
Person;


 


(d)any
extraordinary, non-recurring or unusual gain or loss or expense (less all fees and expenses related thereto);


 


(e)the
cumulative effect of a change in accounting principles;


 


(f)effects
of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the inventory,
property and equipment, software, goodwill and other intangible assets and in process research and development, deferred revenue
and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of
purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of
taxes;


 


(g)any
net after-tax income (loss) from the early extinguishment of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative
instruments;


 






    	16



    	 



    

 


(h)any
net after-tax income or loss from abandoned, closed or discontinued operations and any net after-tax gains or losses on disposal
of abandoned, closed or discontinued operations;


 


(i)any
impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to
intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in the law or regulation,
in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP; and


 


(j)any
fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition,
disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing
transaction or amendment or modification of any debt instrument (in each case, including any other such transaction consummated
prior to the Existing Second Lien Notes Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring
merger costs incurred during such period as a result of any such transaction.


 


“Consolidated
Secured Leverage Ratio” means the ratio of (1) the aggregate principal amount of Secured Indebtedness (calculated net
of up to $20.0 million of unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date
of determination) to (2) EBITDA for the most recently ended four fiscal quarters for which financial statements are available immediately
preceding the date of determination, with such pro forma adjustments to EBITDA as would be required under the proviso to the definition
of “Consolidated Leverage Ratio” in performing a calculation thereof.


 


“Contingent
Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other
obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,


 


(1)to
purchase any such primary obligation or any property constituting direct or indirect security therefor,


 


(2)to
advance or supply funds


 


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


 


(b)to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor, or


 


(3)to purchase
property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 






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“Corporate
Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address
as to which the Trustee may give notice to the Holders and the Issuer.


 


“Covenant
Suspension” means, during any period of time following the issuance of the Notes, that (i) the Notes have Investment
Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture.


 


“Credit
Agreement” means the Credit Agreement, dated as of December 22, 2010, among the Issuer, the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent, including any guarantees, collateral documents, instruments and agreements
executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings
or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional
lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder,
including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder
or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).


 


“Credit
Agreement Lenders” means the “Lenders” from time to time party to, and as defined in, the Credit Agreement,
together with their respective successors and assigns; provided that the term “Credit Agreement Lender” shall
in any event also include each letter of credit issuer and swingline lender under the Credit Agreement, including, without limitation,
the “Issuing Bank,” the “Swingline Lender” and any “Agent” under (and each as
defined in) the Credit Agreement.


 


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


 


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


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c)
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 or Increase/Decrease in the Principal Amount
of the Global Note” attached thereto.


 


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


 


“Designated
Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’
Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount
of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.


 






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“Discharge
of First Lien Obligations” means, subject to any reinstatement of First Lien Obligations in accordance with the First
Lien Intercreditor Agreement, (a) payment in full in cash of the principal of and interest (including interest accruing on or after
the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First Lien Document, whether
or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness
under the First Lien Documents and termination of all commitments of the Credit Agreement Lenders to lend or otherwise extend credit
under the First Lien Documents, (b) payment in full in cash of all other First Lien Obligations (including letter of credit reimbursement
obligations) that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest, and premium
are paid (other than Cash Management Obligations and Secured Hedging Obligations so long as arrangements satisfactory to the applicable
Cash Management Bank or Hedge Bank shall have been made), and (c) termination or cash collateralization (in an amount and manner,
and on terms, reasonably satisfactory to the First Lien Representative) of all letters of credit issued under the First Lien Credit
Documents.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any
security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or
is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation
or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset
sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date
the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the
benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations; provided, further, that any Capital Stock held by any future, current or former
employee, director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or immediate
family members) of the Issuer, any of its Subsidiaries or any direct or indirect parent entity of the Issuer in each case upon
the termination of employment or death of such person pursuant to any stockholders’ agreement, management equity plan, stock
option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because
it may be required to be repurchased by the Issuer or its Subsidiaries.


 


“EBITDA”
for any period means the Consolidated Net Income of the Issuer and its Restricted Subsidiaries for such period, plus, without duplication,
the following to the extent deducted in calculating such Consolidated Net Income:


 


(a)Consolidated
income tax expense,


 


(b)Consolidated
Interest Expense,


 






    	19



    	 



    

 


(c)Consolidated
depreciation expense,


 


(d)Consolidated
amortization expense (including amortization associated with capitalized or short-term display rack costs and the recognition of
such costs as a deferred cost asset amortized as contra-revenue),


 


(e)any
interest paid in kind by the issuance of additional Indebtedness and other non-cash interest expense,


 


(f)any
expenses or charges related to any Equity Offering, Permitted Investment, acquisition or Indebtedness permitted to be incurred
by this Indenture (whether or not successful),


 


(g)any
expense or charge incurred or recorded by the Issuer or any of its Subsidiaries in connection with (i) Asset Sales or (ii) reorganization
and other cost cutting efforts, including, without limitation, expenses and charges relating to severance, relocation and the discontinuation
of titles,


 


(h)any
non-cash charges (including any non-cash compensation charge or expense) reducing Consolidated Net Income for such period (excluding
any such charge which consists of or requires an accrual of, or cash reserve for, any anticipated cash charges for any prior or
in any future period),


 


(i)any
charges or credits relating to the adoption of fresh start accounting principles; and


 


(j)solely
for purposes of calculating the Consolidated Leverage Ratio, the amount of any minority interest expense consisting of Subsidiary
income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back)
in such period in calculating Consolidated Net Income.


 


“EMU”
means the economic and monetary union as contemplated in the Treaty on European Union.


 


“Enforcement
Notice” shall have the meaning assigned to such term in the First Lien Intercreditor Agreement.


 


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


 


“Equity
Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect
parent companies (excluding Disqualified Stock), other than:


 


(1)public
offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;


 






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


 


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


 


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


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Exchange
Agreement” means the Exchange Agreement, dated as of September 27, 2013, among the Issuer and the Participating Holders
or their representatives party thereto, pursuant to which the Existing Second Lien PIK Notes were initially issued in exchange
for the Existing Second Lien Notes owned by such Participating Holders, as may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Excluded
Contribution” means the amount of net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer
after the Existing Second Lien Notes Issue Date from (1) contributions to its common equity capital and (2) the sale (other than
to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit
plan or agreement of the Issuer or any of its direct or indirect parents) of Capital Stock (other than Disqualified Stock) of the
Issuer, in each case designated as an Excluded Contribution pursuant to an Officers’ Certificate on the date such capital
contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation
set forth in clause (3) of Section 4.07(a)(IV) hereof.


 


“Existing
First Lien Indenture” [has the meaning assigned to such term in the preamble to this Indenture.] [means the Indenture
in respect of the Existing First Lien Notes, dated as of December 1, 2010, among the Issuer, the subsidiaries of the Issuer named
as guarantors on the signature pages thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust
FSB), as trustee and collateral agent.]


 


“Existing
First Lien Notes” [has the meaning assigned to such term in the preamble to this Indenture.] [means the previously issued
$385,000,000 in aggregate principal amount of the Issuer’s 11 1⁄2% First Lien Senior Secured Notes due 2017.]


 


“Existing
Second Lien Collateral Agent” means Wilmington Trust, National Association (as successor by merger to Wilmington
Trust FSB), as collateral agent under the Existing Second Lien Indenture. 


 


“Existing
Second Lien Indenture” means the indenture in respect of the Existing Second Lien Notes, dated as of December
22, 2010, among the Issuer, the subsidiaries of the Issuer named as guarantors on the signature pages thereto and Wilmington Trust,
National Association (as successor by merger to Wilmington Trust FSB), as trustee and collateral agent.


 






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“Existing
Second Lien Notes” means the $10,601,538 in aggregate principal amount of the Issuer’s 13 1⁄2% Second
Lien Senior Secured Notes due 2018, which outstanding principal amount was $104,889,262 on the Existing Second Lien Notes Issue
Date but was subsequently reduced on October 2, 2013 as a result of the Issuer’s exchange of $94,287,724 in principal amount
of such notes for an equal principal amount of its Existing Second Lien PIK Notes pursuant to the Exchange Agreement.


 


“Existing
Second Lien Notes Issue Date” means December 22, 2010.


 


“Existing
Second Lien PIK Indenture” has the meaning assigned to such term in the preamble to this Indenture.


 


“Existing
Second Lien PIK Notes” has the meaning assigned to such term in the preamble to this Indenture.


 


“Existing
Second Lien PIK Notes Issue Date” means October 2, 2013.


 


“Existing
Second Lien PIK Security Documents” means the security documents granting a security interest in any assets of any Person
to secure the obligations under the Existing Second Lien PIK Notes and the guarantees related thereto as each may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Existing
Second Lien PIK Trustee” means Wilmington Trust, National Association, as trustee for the holders of the Existing Second
Lien PIK Notes under the Existing Second Lien PIK Indenture.


 


“Existing
Second Lien Security Documents” means the security documents granting a security interest in any assets of any Person
to secure the obligations under the Existing Second Lien Notes and the guarantees related thereto as each may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Existing
Second Lien Trustee” means Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as
trustee for the holders of the Existing Second Lien Notes under the Existing Second Lien Indenture.


 


“fair
market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined
by the Issuer in good faith; provided that if the fair market value is equal to or exceeds $25.0 million, such determination
shall be made by the Board of Directors of the Issuer.


 


“First
Lien Collateral Agent” means [Wilmington Trust, National Association], as collateral agent under the First Lien Indenture]
OR [[____________], as collateral agent under the First Lien Term Loan Agreement].


 


“First
Lien Credit Documents” means the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement), and
each of the other agreements, documents, and instruments providing for or evidencing any other First Lien Obligation and any other
document or instrument executed or delivered at any time in connection with any First Lien Obligation (including any intercreditor
or joinder agreement among holders of First Lien Obligations but excluding Secured Hedge Agreements and the documents governing
the Cash Management Obligations), to the extent such are effective at the relevant time, as each may be amended, modified, restated,
supplemented, replaced or refinanced from time to time.


 






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“First
Lien Documents” means the [First Lien Indenture] OR [First Lien Term Loan Agreement], the First Lien Credit
Documents, the Secured Hedge Agreements, and any and all documents governing the Cash Management Obligations.


 


“First
Lien Indebtedness” means (i) the [First Lien Notes] OR [First Lien Term Loans], (ii) Indebtedness under
the Credit Agreement and (iii) additional Indebtedness that is secured by a Lien senior to the Lien securing the Notes.


 


[“First
Lien Indenture” means the indenture in respect of the First Lien Notes, dated as of [__________], 20[__], by and among
the Issuer, the guarantors listed on the signature pages thereto and the First Lien Trustee, as amended or supplemented from time
to time] OR [“First Lien Term Loan Agreement” means the credit agreement in respect of the First
Lien Term Loans, dated as of [__________], 20[__], by and among the Issuer, as borrower, the guarantors listed on the signature
pages thereto and the First Lien Term Loan Agent, as amended or supplemented from time to time.]


 


“First
Lien Indenture First Lien Leverage Ratio” means the “First Lien Leverage Ratio”, as defined in and calculated
in accordance with the Existing First Lien Indenture as in effect on the Existing Second Lien PIK Notes Issue Date.


 


“First
Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement, dated as of [__________], 20[__], by and
among (a) [the First Lien Trustee] [the First Lien Term Loan Agent], (b) JPMorgan Chase Bank, N.A., as administrative agent in
respect of the Credit Agreement, (b) the First Lien Collateral Agent, (c) the collateral agent in respect of the Credit Agreement,
and (d) the Issuer and each other grantor party thereto, as such agreement may be amended, restated, supplemented or otherwise
modified from time to time.


 


“First
Lien Leverage Ratio” means the ratio of (1) the aggregate principal amount of First Lien Indebtedness (calculated net
of up to $20.0 million of unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date
of determination) to (2) EBITDA for the most recently ended four fiscal quarters for which financial statements are available immediately
preceding the date of determination, with such pro forma adjustments to EBITDA as would be required under the proviso to the definition
of “Consolidated Leverage Ratio” in performing a calculation thereof.


 


[“First
Lien Notes” means the $[__________]7 in aggregate principal amount of First Lien Senior Secured Notes due
[____] issued on [__________], 20[__] pursuant to the First Lien Indenture.] OR [“First Lien Term Loans”
means the $[__________] in aggregate principal amount of term loans borrowed by the Issuer on [__________], 20[__] pursuant to
the First Lien Term Loan Agreement.]


 


 





	 	 	 	 



 





7 Limited to the aggregate
principal amount of Existing First Lien Notes that are refinanced with new First Lien Notes or First Lien Term Loans, plus the
redemption premium, accrued and unpaid interest and fees and expenses incurred in connection with such First Lien Notes Refinancing
to the extent permitted by the Second Lien PIK Indenture.



 






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“First
Lien Notes Refinancing” shall have the meaning assigned to such term in the Exchange Agreement.


 


“First
Lien Obligations” means (i) all Obligations arising under (and as defined in) the Credit Agreement of the Issuer and
the Guarantors, under any other document relating to the Credit Agreement incurred under Section 4.09(b)(1) hereof, (ii) all Obligations
under the [First Lien Indenture] OR [First Lien Term Loan Agreement], (iii) all Secured Hedging Obligations and (iv)
all Cash Management Obligations; provided that the aggregate principal amount of, without duplication, revolving credit
loans, letters of credit, term loans, other loans, notes or similar instruments (excluding, in any event, Cash Management Obligations
and Secured Hedging Obligations) provided for under the Credit Agreement or any other document relating to the Credit Agreement
(or any refinancing thereof) in excess of the amount permitted under Section 4.09(b)(1) hereof and any interest relating to such
excess amount, shall not constitute First Lien Obligations for purposes of this Indenture. “First Lien Obligations”
shall in any event include (a) all interest accrued or accruing, or which would accrue, absent commencement of an Insolvency or
Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), on or after the commencement
of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Document, whether or
not the claim for such interest is allowed or allowable as a claim in such Insolvency or Liquidation Proceeding, (b) any and all
fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the First Lien
Representative, the Holders of the [First Lien Notes] OR [First Lien Term Loans], the First Lien Collateral Agent,
the collateral agent under the Credit Agreement, the administrative agent under the Credit Agreement, the lenders under the Credit
Agreement and the [First Lien Trustee] OR [First Lien Term Loan Agent] on or after the commencement of an Insolvency
or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed or allowable under Section 502 or 506(b) of
the Bankruptcy Code or any other provision of the Bankruptcy Code or any similar federal, state or foreign law for the relief of
debtors as a claim in such Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of the Issuer and each
Guarantor under each First Lien Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy
Code, would become due and payable.


 


“First
Lien Refinancing Closing Date” shall mean the closing date with respect to the First Lien Notes Refinancing.


 


“First
Lien Representative” means, as between collateral agents representing different series of First Lien Obligations, the
collateral agent representing the series of First Lien Obligations with the greatest outstanding principal amount.


 


[“First
Lien Trustee” means [Wilmington Trust, National Association], as trustee for the holders of First Lien Notes] OR
[“First Lien Term Loan Agent” means [_____________], as administrative agent under the First Lien Term Loan
Agreement].


 






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“Foreign
Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing
under the laws of the United States, any state thereof or the District of Columbia and any Restricted Subsidiary of such Foreign
Subsidiary.


 


“GAAP”
means generally accepted accounting principles in the United States which are in effect on the Existing Second Lien Notes Issue
Date. At any time after the Existing Second Lien Notes Issue Date, the Issuer may elect to apply IFRS accounting principles in
lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise
provided in this Indenture); provided that any such election, once made, shall be irrevocable; provided, further,
any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters
ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with
GAAP. The Issuer shall give written notice of any such election made in accordance with this definition to the Trustee and the
Holders of the Notes.


 


“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.


 


“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), 2.06(d), 2.06(f) or 2.07 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.


 


“Grantors”
means the Issuer and the Guarantors.


 


“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.


 






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


 


“Guarantor”
means each Restricted Subsidiary that guarantees the Notes in accordance with the terms of this Indenture.


 


“Hedge
Bank” means any Person that is a Credit Agreement Lender or an Affiliate of a Credit Agreement Lender at the time it
enters into a Secured Hedge Agreement, in its capacity as a party thereto, and such Person’s successors and assigns.


 


“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.


 


“IAI
Global Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend,
the OID Legend, if applicable, 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 (or the principal amount of which will be increased) in a denomination equal
to the outstanding principal amount of Initial Notes issued or sold to Accredited Investors.


 


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


 


(1)any
indebtedness (including principal and premium) of such Person, whether or not contingent:


 


(a)in
respect of borrowed money;


 


(b)evidenced
by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication,
reimbursement agreements in respect thereof);


 


(c)representing
the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any
such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course
of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP; or


 






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(d)
representing any Hedging Obligations;


 


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


 


(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 the 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 but only to the extent of
the fair market value of the assets subject to such Lien;


 


provided, however,
that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary
course of business.


 


“IFRS”
means the International Financial Reporting Standards as adopted by the International Accounting Standards Board.


 


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


 


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


 


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


 


“Initial
Notes” shall have the meaning given to it in the preamble to this Indenture.


 


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


 






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“Intercreditor
Agreement” means the Junior Lien Intercreditor Agreement, dated as of December 22, 2010, among the Existing Second Lien
Collateral Agent, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent in respect of the Credit Agreement, Wilmington
Trust, National Association (as successor by merger to Wilmington Trust FSB) as trustee and collateral agent in respect of the
Existing First Lien Notes, the Issuer and each grantor party thereto, as such agreement may be amended, restated, supplemented
or otherwise modified from time to time, including pursuant to the Joinder to the Intercreditor Agreement entered into by the collateral
agent in respect of the Existing Second Lien PIK Notes on the Existing Second Lien PIK Note Issue Date.


 


“Interest
Payment Date” means [__________] and [__________]8 of each year to stated maturity (provided that
if any such day is not a Business Day, interest shall be paid on the next succeeding Business Day and no interest shall accrue
for the intervening period in respect of such Interest Payment Date).


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P, in each case, with a stable or better outlook, 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,
commissions, 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 the Issuer in the same manner as the
other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For
purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:


 


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


 


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


 


(b)the
portion (proportionate to the Issuer equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary
at the time of such redesignation; and


 


 





	 	 	 	 



 





8 Dates should be the
first or 15th day of the month closest to the maturity date and the same date six months thereafter.



 






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(2)any
property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.


 


“Issue
Date” means the date Initial Notes are issued under this Indenture.


 


“Issuer”
has the meaning assigned to such term in the preamble to this Indenture.


 


“Issuer
Order” means a written request or order signed on behalf of the Issuer by any Officer of the Issuer and delivered to
the Trustee.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in
the States of New York, Minnesota and Delaware. If a payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the intervening period in respect of such payment date.


 


“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 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 (other than a filing for informational purposes); provided
that in no event shall an operating lease be deemed to constitute a Lien.


 


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


 


“Net
Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of
any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received
in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash
Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and
interest on Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such
transaction, amounts required to be paid to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale,
any portion of the purchase price from such Asset Sale placed in escrow as a requirement of such Asset Sale (but only for the duration
of such escrow), and any deduction of appropriate amounts to be provided by the Issuer or any of the Restricted Subsidiaries as
a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained
by the Issuer or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with
such transaction.


 






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


 


“Notes”
means the Initial Notes and any Additional Notes issued under this Indenture.


 


“Obligations”
means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition
in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether
or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements
(including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities,
and guarantees of payment of such principal (including 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 Chief Financial Officer, the President, any Executive Vice President,
Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.


 


“Officers’
Certificate” means a certificate signed on behalf of the Issuer by any two Officers of the Issuer, one of whom must be
one of the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the
Issuer, that meets the requirements set forth in this Indenture.


 


“OID
Legend” means the legend set forth in Section 2.06(g)(iv) hereof to be placed on all Notes issued under this Indenture
that will be treated as issued with original issue discount for U.S. federal income tax purposes.


 


“Opinion
of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. Such counsel may be an employee
of or counsel to the Issuer.


 


“Optional
Second Lien Note Exchange Notification Date” means the date the Issuer notifies the Participating Holders of its decision
on whether or not to exercise the Optional Second Lien Exchange.


 


“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).


 


“Participating
Holder” shall have the meaning given to it in the preamble to this Indenture; provided that (i) the term “Participating
Holder” shall not include any transferee that is not an Affiliate of such Person and (ii) transfer to and among Affiliates
of such Person shall be effective only if the Issuer has received written notice of such transfer.


 


“Permitted
Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related
Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided,
that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.


 






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“Permitted
Holders” means (i) Angelo, Gordon & Co., L.P., (ii) Avenue Capital Management II, L.P., (iii) Capital Research and
Management Company, Capital Guardian Trust Company and Capital International, Inc., (iv) Credit Suisse Securities (USA) LLC, (v)
Regiment Capital Management, LLC, (vi) [reserved], (vii) any group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act or any successor provision) of which any of the Permitted Holders specified in clauses (i)-(v) above are members, and (viii)
the respective Affiliates of each of the foregoing; provided that in the case of any group specified in clause (vii) above,
without giving effect to such group, Permitted Holders specified in clauses (i)-(v) above and their respective Affiliates must
collectively beneficially own a greater amount of the total voting power of the Voting Stock of the Issuer than the amount of the
total voting power of the Voting Stock of the Issuer beneficially owned by any other member of such group.


 


“Permitted
Investments” means:


 


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


 


(2)any
Investment in cash and Cash Equivalents;


 


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


 


(a)such
Person becomes a Restricted Subsidiary; or


 


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


 


and, in each case, any Investment
held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition,
merger, consolidation or transfer;


 


(4)any
Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale
made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;


 


(5)any
Investment existing on the Existing Second Lien Notes Issue Date;


 


(6)any
Investment acquired by the Issuer or any of its Restricted Subsidiaries:


 


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


 






    	31



    	 



    

 


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


 


(7)Hedging
Obligations permitted under clause (10) of Section 4.09(b) hereof;


 


(8)any
Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant
to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 3.0% of Total Assets
at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving
effect to subsequent changes in value);


 


(9)Investments
the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect
parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted
Payments under clause (3) of Section 4.07(a) hereof;


 


(10)guarantees
of Indebtedness permitted under Section 4.09 hereof;


 


(11)any
transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section
4.11(b) hereof (except transactions described in clauses (2), (5) and (16) of Section 4.11(b) hereof);


 


(12)additional
Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12)
that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of
such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $40.0 million and (y) 5.0% of Total
Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value);


 


(13)loans
and advances to, or guarantees of Indebtedness of, officers, directors and employees in an amount not to exceed $5.0 million at
any time outstanding;


 


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


 


(15)prepaid
expenses, deposits, advances, loans or extensions of trade credit in the ordinary course of business by the Issuer or any Restricted
Subsidiaries.


 


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


 


(1)pledges
or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government
bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties
or for the payment of rent, in each case incurred in the ordinary course of business;


 






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(2)Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue
for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments
or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for
review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;


 


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


 


(4)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;


 


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


 


(6)(i)
Liens securing Indebtedness under the Credit Agreement incurred pursuant to clause (1) of Section 4.09(b) hereof (and the related
guarantees) and (ii) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) of Section 4.09(b) hereof covering
only the property (real or personal) or equipment (other than software), whether through the direct purchase of assets or the Capital
Stock of any Person owning such assets, in each case, financed by or acquired with such Indebtedness;


 


(7)Liens
existing on the Existing Second Lien Notes Issue Date (other than Liens in favor of secured parties under the Credit Agreement
and Liens under clause (33) of this definition);


 


(8)Liens
on property or shares of stock or other assets 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 or assets owned by the Issuer
or any of its Restricted Subsidiaries;


 






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


 


(10)Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted
to be incurred in accordance with Section 4.09 hereof;


 


(11)Liens
securing Hedging Obligations;


 


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


 


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


 


(14)Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its
Restricted Subsidiaries in the ordinary course of business;


 


(15)Liens
in favor of the Issuer or any Guarantor;


 


(16)Liens
on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s
clients not related to Indebtedness;


 


(17)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), (7),
(8) and (9) and the succeeding clause (33) (provided, that, with respect to Liens incurred to refinance Liens under clause (33),
the Lien pursuant to such refinancing shall have the same relative priority as the Lien being refinanced, except that (x) solely
with respect to any such refinancing of the Existing Second Lien Notes, such Liens may rank senior in priority to the Liens securing
the Notes and pari passu in priority with the Liens securing other First Lien Indebtedness then outstanding and (y) solely
with respect to any such refinancing of the First Lien Notes, such Liens may rank junior in priority to the Liens securing the
First Lien Notes); 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 the foregoing clauses (6), (7), (8), (9) and (33) at the time the original Lien became a Permitted
Lien under this Indenture, and (ii) an amount necessary to pay any accrued interest and fees and expenses, including premiums,
related to such refinancing, refunding, extension, renewal or replacement.


 






    	34



    	 



    

 


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


 


(19)other
Liens that are not on Collateral securing obligations incurred in the ordinary course of business which obligations do not exceed
$10.0 million at any one time outstanding;


 


(20)Liens
securing judgments for the payment of money not constituting an Event of Default under clause (5) of Section 6.01(a) 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;


 


(21)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;


 


(22)Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or any comparable or successor provision)
on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred
in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits
(including the right of set-off) and which are within the general parameters customary in the banking industry;


 


(23)Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that
such Liens do not extend to any assets other than those that are the subject of such repurchase agreements;


 


(24)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;


 


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


 


(26)any
encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar
arrangement pursuant to any joint venture or similar agreement;


 






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(27)Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered
into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;


 


(28)Liens
arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and
representatives arising under instruments governing Indebtedness permitted to be incurred or outstanding under this Indenture,
provided that such Liens are solely for the benefit of the trustees, agents and representatives in their capacities as such
and not for the benefit of the holders of such Indebtedness;


 


(29)Liens
arising from the deposit of funds or securities in trust for the purpose of decreasing or defeasing Indebtedness so long as such
deposit of funds or securities and such decreasing or defeasing of Indebtedness are permitted under Section 4.07 hereof;


 


(30)Liens
on the Equity Interests of Unrestricted Subsidiaries;


 


(31)Liens
on assets of Foreign Subsidiaries to secure Indebtedness of Foreign Subsidiaries;


 


(32)Liens
incurred to secure First Lien Obligations or Permitted Second Lien Obligations permitted to be incurred pursuant to Section 4.09(a)
or clause (12)(b) of Section 4.09(b); provided, that such Indebtedness may only be First Lien Obligations if, on a pro forma
basis immediately after giving effect thereto, the First Lien Leverage Ratio for the Issuer and its Restricted Subsidiaries on
a consolidated basis for the most recently ended four fiscal quarters for which internal financial statements are available immediately
preceding the date of such transaction is equal to or less than 2.75 to 1.0; provided further, that such Indebtedness may
be Permitted Second Lien Obligations if, at the time of incurrence and after giving pro forma effect thereto, the Consolidated
Secured Leverage Ratio would be no greater than 4.0 to 1.0; and


 


(33)Liens
on the Collateral securing:


 


(a)the
Notes (other than Additional Notes issued pursuant to clause (i) of the definition of Additional Notes), the Guarantees thereof
and other Obligations under this Indenture and in respect thereof and any obligations owing to the Trustee or the Collateral Agent
under this Indenture or the Security Documents;


 


(b)the
Existing Second Lien Notes, the guarantees thereof and any obligations owing to the Existing Second Lien Trustee or the Existing
Second Lien Collateral Agent under the Existing Second Lien Indenture or the Existing Second Lien Security Documents; and


 


(c)obligations
under the [First Lien Indenture] OR [First Lien Term Loan Agreement] outstanding on the Issue Date and under clause
(iii) or clause (iv) of the definition of “First Lien Obligations”.


 






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In each case
set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Permitted Lien on a specified
asset or group or type of assets may include Liens on all improvements, additions, and accessions thereto and all products and
proceeds thereof, including dividends, distributions, interest and increases in respect thereof.


 


For purposes
of this definition, the term “Indebtedness” shall be deemed to include the accrual of interest, accretion of
accreted value or original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified
Stock or Preferred Stock, as applicable, in each case on such Indebtedness for purposes of Section 4.12.


 


“Permitted
Second Lien Obligations” means the Existing Second Lien Notes, the Notes and any Indebtedness secured by a Lien ranking
pari passu with the Lien securing the Existing Second Lien Notes and the Notes incurred under clause (32) of the definition
of “Permitted Liens.”


 


“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.


 


[“PIK
Interest” means interest on the Notes paid in the form of an increase in the principal amount of the outstanding Notes
or by issuing Additional Notes having an aggregate principal amount equal to the amount of interest then due and owing.


 


“PIK
Notes” means additional Notes issued under this Indenture on the same terms and conditions as the Initial Notes issued
on the Issue Date in connection with a PIK Payment.


 


“PIK
Payment” means an interest payment on the Notes made by increasing the principal amount of the outstanding Notes by
an amount equal to, or by issuing PIK Notes having an aggregate principal amount equal to, the amount of interest then due and
owing.]9


 


“Preferred
Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or
winding up.


 


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


 


“Purchase
Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or
improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition
of such property or assets, or otherwise.


 


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


 


 


	 	 	 	 






 


9 See footnote 3.



 






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


 


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


 


“Record
Date” for the interest payable on any applicable Interest Payment Date means [__________] and [__________]10
(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 Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.


 


“Regulation
S Permanent Global Note” means a permanent Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend, the OID Legend, if applicable, and the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee, issued (or the principal amount of which will be increased) in a denomination equal
to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.


 


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


 


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


 


“Related
Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided
that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted
Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of
the securities of such Person, such Person would become a Restricted Subsidiary.


 


“Related
Person” means, with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors,
employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates.


 


 


	 	 	 	 












 


10 Dates should be the
first day of each month in which there is an Interest Payment Date.



 






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“Reorganization
Plan” means the Amended Joint Prepackaged Plan of Reorganization under Chapter 11 of the Bankruptcy Code filed by the
Issuer, American Media Operations, Inc. and certain subsidiaries of the Issuer on December 15, 2010.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee
having direct responsibility for the administration of this Indenture, or any other officer 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
Definitive Note” means a Definitive Note bearing the Private Placement Legend.


 


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


 


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


 


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


 


“Restricted
Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that
is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary
ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”


 


“Reversion
Date” means, during any period of time during which the Issuer and the Restricted Subsidiaries are not subject to the
covenants listed in Section 4.13(a) hereof (the “Suspended Covenants”) as a result of a Covenant Suspension,
the date on which one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to
the Notes below an Investment Grade Rating or a Default or Event of Default occurs and is continuing, and after which date the
Suspended Covenants will thereafter be reinstated.


 


“Rule
144” means Rule 144 promulgated under the Securities Act (or any successor rule).


 


“Rule
144A” means Rule 144A promulgated under the Securities Act(or any successor rule).


 


“Rule
903” means Rule 903 promulgated under the Securities Act (or any successor rule).


 


“Rule
904” means Rule 904 promulgated under the Securities Act (or any successor rule).


 


“S&P”
means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.


 






    	39



    	 



    

 


“Sale
and Lease-back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries
of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted
Subsidiary to a third Person in contemplation of such leasing.


 


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


 


“Second
Lien Indebtedness” means (i) the Notes, (ii) the Existing Second Lien Notes and (iii) additional Indebtedness that is
secured by a Lien subordinate to the Lien securing the First Lien Indebtedness.


 


“Secured
Hedge Agreements” means each agreement that governs Hedging Obligations by and between the Issuer or any Guarantor, on
the one hand, and any Hedge Bank from time to time, but only to the extent such agreement is permitted under the Credit Agreement
and constitutes an “Obligation” (as such term is defined under the Credit Agreement); provided, however,
that such Hedging Obligations shall not, solely by virtue of constituting an “Obligation” (as so defined), also constitute
Indebtedness under the Credit Agreement.


 


“Secured
Hedging Obligations” means (i) obligations (including obligations which, but for the automatic stay under Section 362(a)
of the Bankruptcy Code, would become due) and liabilities, whether now existing or hereafter arising (including, without limitation,
indemnities, fees and interest thereon and all interest and fees that accrue on or after the commencement of any Insolvency or
Liquidation Proceeding at the rate provided for in the respective Secured Hedge Agreement, whether or not a claim for post-petition
interest or fees is allowed in any such Insolvency or Liquidation Proceeding), of the Issuer or any Guarantor owing to any Hedge
Bank, now existing or hereafter incurred under, or arising out of or in connection with, any Secured Hedge Agreement (including
all such obligations and indebtedness under any guarantee of any such Secured Hedge Agreement to which the Issuer or such Guarantor
is a party) and (ii) all performance and compliance obligations by the Issuer or any Guarantor under any Secured Hedge Agreement.


 


“Secured
Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Security
Documents” means the security documents granting a security interest in any assets of any Person to secure the Obligations
(as defined in the Security Documents) under the Notes and the Guarantees as each may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Significant
Subsidiary” means any 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, as such regulation is in effect on the Existing Second
Lien Notes Issue Date.


 






    	40



    	 



    

 


“Similar
Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the
Existing Second Lien Notes Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.


 


“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
or is consolidated under GAAP with such Person at such time; 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.


 


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


 


“Total
Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent
balance sheet of the Issuer.


 


“Total
Consolidated Indebtedness” means the aggregate amount of all Indebtedness of the Issuer and its Restricted Subsidiaries,
outstanding as of such date of determination, determined on a consolidated basis, after giving effect to any incurrence of Indebtedness
and the application of the proceeds therefrom giving rise to such determination (but excluding Indebtedness of the type described
in clause (d) of the definition thereof and Indebtedness issued in payment of interest obligations), less up to $20.0 million of
unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date of determination.


 


“Transaction”
means, the transactions contemplated in the Exchange Agreement.


 


“Treasury
Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to[__________],
20[__]; provided, however, that if the period from the Redemption Date to [___________], 20[__] 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.11


 


 





	 	 	 	 



 


11 Dates in this paragraph
to be the same as in Section 3.07(a).



 






    	41



    	 



    

 


“Trustee”
shall have the meaning given to it in the preamble to this Indenture.


 


“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 or Increase/Decrease in the
Principal Amount of 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 and are not required to bear the Private Placement Legend.


 


“Unrestricted
Subsidiary” means:


 


(1)[Mr.
Olympia, LLC, Zinczenko AMI Media Ventures, LLC] and any other Subsidiary of the Issuer which at the time of determination is an
Unrestricted Subsidiary (as designated by the Issuer, as provided below); and


 


(2)any
Subsidiary of an Unrestricted Subsidiary.


 


The Issuer
may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary)
to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of,
or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of
the Subsidiary to be so designated); provided that


 


(1)any
Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that
may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar
function are owned, directly or indirectly, by the Issuer;


 


(2)such
designation complies with Section 4.07 hereof; and


 


(3)each
of:


 


(a)the
Subsidiary to be so designated; and


 


(b)its
Subsidiaries


 


has not at the time
of designation, and does not thereafter, 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 the Issuer or any Restricted
Subsidiary (other than a pledge of the Equity Interests of such Unrestricted Subsidiary).


 






    	42



    	 



    

 


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


 


Subject to
the following proviso, 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
(which resolution must be certified by the Secretary or an Assistant Secretary of the Issuer) and an Officers’ Certificate
certifying that such designation complied with the foregoing provisions; provided that on the Issue Date, the Issuer has
designated each of [Mr. Olympia and LLC, Zinczenko-AMI Media Ventures, LLC] to be an Unrestricted Subsidiary and no resolution
or Officers’ Certificate is required to be delivered to the Trustee in connection therewith.


 


“Unsecured
Indebtedness” means Indebtedness that is not Secured Indebtedness.


 


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


 


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


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case
may be, at any date, the quotient obtained by dividing:


 


(1)the
sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment
of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by
the amount of such payment; by


 


(2)the
sum of all such payments.


 


“Wholly
Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which
(other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries
of such Person.


 


		Section	1.02   
Other Definitions.



 


	Term	Defined on Page




 





	"incur" or incurrence	82
	“Action”	137
	“Affiliate Transaction”	90
	“Application Period”	88
	“Asset Sale Offer”	89
	“Authentication Order”	46
	“Change of Control Offer”	94
	“Change of Control Payment Date”	95
	“Change of Control Payment”	94
	“Covenant Defeasance”	117
	“DTC”	47
	“Event of Default”	103
	“Excess Proceeds”	89
	“Initial Lien”	93
	“Legal Defeasance”	116
	“Note Register”	47
	“Offer Amount”	69
	“Offer Period”	68
	“Pari Passu Indebtedness”	89
	“Paying Agent”	47
	“Purchase Date”	69
	“Redemption Date”	68
	“Refinancing Indebtedness”	84
	“Registrar”	47
	“Replacement Assets”	89
	“Restricted Payments”	74
	“Security Document Order”	136
	“Successor Company”	100
	“Successor Person”	102
	“Suspended Covenants”	37
	“Treasury Capital Stock”	76







 






    	43



    	 



    

 


		Section	1.03   
Limited Incorporation by Reference of Trust Indenture Act.



 


This Indenture
is not subject to the mandatory provisions of the Trust Indenture Act. The provisions of the Trust Indenture Act are not incorporated
by reference in or made a part of this Indenture unless specifically provided herein.


 


		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;


 






    	44



    	 



    

 


(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;


 


(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 hereof) 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.


 






    	45



    	 



    

 


(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 the 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 that is 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 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 minimum denominations of $1.00 and integral multiples
of $1.00 in excess thereof.


 






    	46



    	 



    

 


(b)              
The terms and provisions contained in the Notes, a form of which is annexed hereto as Exhibit A, shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any reference
to a Guarantor herein shall be deemed to be a reference thereto solely from and after the date of its execution and delivery of
this Indenture or a supplemental indenture hereto in the form of Exhibit D hereto.


 


(c)               
Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including
the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note or Increase/Decrease in the
Principal Amount of the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form
of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests
in the Global Note or Increase/Decrease in the Principal Amount of 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
or Increase/Decrease in the Principal Amount of 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.


 


(d)              
Temporary Global Notes. Notes issued in reliance on Regulation S shall be issued initially in the form of
the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with
the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated
by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:


 


(i)                
a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying
that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during
the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a
beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b)
hereof); and


 


(ii)              
an Officers’ Certificate from the Issuer.


 






    	47



    	 



    

 


Following the
termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication
of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal
amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.


 


(e)               
Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture
is unlimited.


 


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


 


The Notes shall
be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control
Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3 hereof.


 


Additional
Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice
to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same
terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional
Notes (other than PIK Notes issued as a result of a PIK Payment) shall be subject to the Issuer’s compliance with Section
4.09 hereof. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class
for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires
otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually
issued.


 


(f)               
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 Clearstream shall be applicable to transfers of beneficial
interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream.


 


		Section	2.02   
Execution and Authentication.



 


At least one
Officer 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.


 






    	48



    	 



    

 


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 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[, including any PIK Notes that are actually issued].12 Such Authentication Order for
such Additional Notes shall specify the amount of the Notes to be authenticated and shall certify that such issuance is in compliance
with Sections 4.09 and 4.12 hereof. [On any Interest Payment Date on which the Issuer pays PIK Interest (whether with respect
to a Definitive Note or a Global Note) by issuance of PIK Notes, the Trustee shall, upon receipt of an Authentication Order, issue
PIK Notes to Holders for the relevant interest period as of the relevant Record Date for such Interest Payment Date in an aggregate
principal amount equal to the interest payable, rounded up to the nearest $1.00.


 


On any Interest
Payment Date on which the Issuer pays PIK Interest with respect to a Global Note, in lieu of the issuance of PIK Notes, the Issuer
may instruct the Trustee, by delivery of an Issuer Order (an “Increase Order”), to increase the principal amount
of such Global Note by an amount equal to the interest payable, rounded up to the nearest $1.00, for the relevant interest period
on the principal amount of such Global Note as of the relevant Record Date for such Interest Payment Date, to the credit of the
Participants in such Global Note on such Record Date (with further credit to the respective beneficial owners holding Notes through
such Participant), and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such
Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such increase. Such Increase Order
for such PIK Payment shall specify the amount of such increase in such Global Note, the allocation of such amount to be credited
to each Participant in such Global Note and of each beneficial owner in such Participant, and shall certify that such issuance
is in compliance with Sections 4.09 and 4.12 hereof.]13


 


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 an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep
a register of the Notes (“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 and the
term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without
prior notice to any Holder.


 


 





	 	 	 	 



 


12 See footnote 3.


 


13 See footnote 3.



 






    	49



    	 



    

 


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 Paying Agent or Registrar. The Issuer
or any of its Subsidiaries may act as Paying Agent or Registrar.


 


The Issuer
initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.
The Issuer initially appoints the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian 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 without duplication,
cash interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent,
it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.


 


		Section	2.05   
Holder Lists.



 


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


 


		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 Depositary or a nominee of such successor
Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies
the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days (ii)
there shall have occurred and be continuing a Default with respect to the Notes or (iii) the Issuer, in its sole discretion notifies
the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture. Upon the occurrence of any
of the preceding events in (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests
therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the 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 (i), (ii) or (iii) 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), (c) or (f) hereof.


 






    	50



    	 



    

 


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


 


(i)                
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note
in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior
to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not
be made to a U.S. Person or for the account or benefit of a U.S. Person. 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 the Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in
accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase
or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person
in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided
that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary
Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required
pursuant to Rule 903. 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.


 






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(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 shall 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;


 


(B)             
if the transferee shall 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;
or


 


(C)             
if the transferee shall take delivery in the form of a beneficial interest in an IAI Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, and the transferee
must deliver a certificate in the form of Exhibit E hereto, together with the legal opinion, if any, required thereby.


 


(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:


 


(A)            
[reserved];


 


(B)             
such transfer is effected pursuant to an effective registration statement under the Securities Act;


 


(C)             
[reserved]; or


 


(D)            
the Registrar receives the following:


 






    	52



    	 



    

 


(1)              
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


 


(2)              
if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of a 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
set forth in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


If any such
transfer is effected pursuant to subparagraph (B) or (D) 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 aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (B) or (D) above.


 


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


 


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


 


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


 


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


 


(B)             
if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially
in the form of Exhibit B hereto, including the certifications in item (1) thereof;


 


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


 






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


 


(E)             
if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof;


 


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


 


(G)            
if such beneficial interest is being transferred to an institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate
from such holder in the form of Exhibit E hereto, including the certifications, certificates and legal opinion, if applicable,


 


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, upon receipt of an Authentication Order, 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)              
Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A)
and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred
to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and
(B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in
the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or
Rule 904.


 


(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 clauses (i) or (ii) of Section 2.06(a) hereof and if:


 






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(A)            
[reserved];


 


(B)             
such transfer is effected pursuant to an effective registration statement under the Securities Act;


 


(C)             
[reserved]; or


 


(D)            
the Registrar receives the following:


 


(1)              
if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for 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


 


(2)              
if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of 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 set forth
in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.


 


(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 clauses (i), (ii) or (iii) of Section 2.06(a) 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, upon receipt of an Authentication Order, 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.


 






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


 


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


 


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


 


(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)(c)
thereof; or


 


(G)            
if such Restricted Definitive Note is being transferred to an institutional Accredited Investor in reliance on an
exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above,
a certificate from such holder in the form of Exhibit E hereto, including the certifications, certificates and legal opinion,
if applicable,


 


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, in the case of clause
(C) above, the applicable Regulation S Global Note and in the case of clause (G) above, the applicable IAI Global Note.


 






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(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:


 


(A)            
[reserved];


 


(B)             
such transfer is effected pursuant to an effective registration statement under the Securities Act;


 


(C)             
[reserved]; or


 


(D)            
the Registrar receives the following:


 


(1)              
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


 


(2)              
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;


 


and, in each such case set forth
in this subparagraph (D), if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.


 


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 subparagraph (ii)(B), (ii)(D) 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.


 






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(e)               
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes
and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange
of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such Holder or by 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 shall 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 shall 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;


 


(C)             
if the transfer shall 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; or


 


(D)            
if such Restricted Definitive Note is being transferred to an institutional Accredited Investor in reliance on an
exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above,
a certificate from such holder in the form of Exhibit E hereto, including the certifications, certificates and legal opinion,
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:


 


(A)            
[reserved];


 


(B)             
such transfer is effected pursuant to an effective registration statement under the Securities Act;


 


(C)             
[reserved]; or


 






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(D)            
the Registrar receives the following:


 


(1)              
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


 


(2)              
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;


 


and, in each such case
set forth in this subparagraph (D), if the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer
to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


(iii)            
Unrestricted 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 therefor) shall bear the legend in substantially the following form:


 


“THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR OR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS IN THE CASE OF REGULATION
S SECURITIES, AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE
OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”


 






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(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), (e)(iii) or (f) 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.”


 






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(iii)            
Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially
the following form:


 


“THE RIGHTS ATTACHING
TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
AS SPECIFIED IN THE INDENTURE.”


 


(iv)            
OID Legend. Each Note treated as issued with original issue discount for U.S. federal income tax purposes
shall bear a legend in substantially the following form:


 


“FOR
PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE WAS ISSUED WITH “ORIGINAL
ISSUE DISCOUNT.” BEGINNING TEN DAYS AFTER THE ISSUE DATE, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER HEREOF ANY
INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, AMOUNT OF ORIGINAL ISSUE DISCOUNT (AND ANY OTHER INFORMATION
REQUIRED TO BE MADE AVAILABLE TO THE HOLDER PURSUANT TO U.S. TREASURY REGULATIONS), UPON THE WRITTEN REQUEST OF SUCH HOLDER DIRECTED
TO THE ISSUER, C/O AMERICAN MEDIA, INC., 4 NEW YORK PLAZA, NEW YORK, NEW YORK 10004, ATTENTION: GENERAL COUNSEL.”


 


(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 shall 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 shall take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note
by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.


 






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(i)                
General Provisions Relating to Transfers and Exchanges.


 


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


 


(ii)              
No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive
Note for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).


 


(iii)            
Neither the Registrar, the Trustee 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)              
Neither the Issuer, the Registrar nor the Trustee shall 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, the Registrar 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, without duplication, interest on such Notes and for all other purposes,
and none of the Trustee, the Registrar, any Agent or the Issuer shall be affected by notice to the contrary.


 






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(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, upon receipt of an Authentication Order, 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, upon receipt of an Authentication
Order, 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.


 


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


 


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


 


(xii)          
The Trustee shall have no responsibility or obligation to any Participant or Indirect Participant or any other Person
with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect
Participant or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any
amount, 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 under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary
or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through
the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying
upon information furnished by the Depositary with respect to its Participants or Indirect Participants.


 


(xiii)        
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including
any transfers between or among Participants or Indirect Participants in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by,
the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 






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		Section	2.07   
Replacement Notes.



 


If any mutilated
Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the ownership
and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the Trustee determined for itself and the Issuer determined
for itself to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced. The Issuer and/or the Trustee 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. 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 protected 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 the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding
and shall cease to accrue interest.


 


		Section	2.09   
Treasury Notes.



 


In determining
whether the Holders of the required principal amount of the 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 outstanding unless they have been delivered by the Issuer
to the Trustee for cancellation pursuant to Section 2.11. Upon request of the Trustee, the Issuer shall furnish to the Trustee
promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Issuer to be owned or held by or
for the account of any of the Issuer or any Affiliate of the Issuer, and the Trustee shall be entitled to accept and rely upon
such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed
therein are outstanding for the purpose of any determination.


 






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		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 considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Issuer shall prepare and the Trustee shall, upon receipt of an Authentication Order, authenticate definitive Notes in
exchange for temporary Notes.


 


Holders and
beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial
holders, respectively, of Notes under this Indenture.


 


		Section	2.11   
Cancellation.



 


The Issuer
at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the
Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all cancelled Notes shall be delivered to the Issuer upon the Issuer’s 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 the 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 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 in writing of the amount of defaulted
interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall
make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Issuer
shall fix or cause to be fixed 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 Issuer shall promptly notify the
Trustee in writing 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.


 






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


 


		Section	2.13   
CUSIP and ISIN Numbers.



 


The Issuer
in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or
ISIN numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that
reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected
by any defect in or omission of such numbers; provided further, that if any Additional Notes are not fungible with the Initial
Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP and/or ISIN number. The Issuer shall
as promptly as practicable notify the Trustee of any change in the CUSIP and/or ISIN numbers.


 


		Section	2.14   
Calculation of Principal Amount of Notes.



 


The aggregate
principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes [(including, for the avoidance
of doubt, the principal amount of all PIK Notes issued following the Issue Date and outstanding at such date of determination
and all increases to the principal amounts of the Global Notes as a result of any PIK Payments following the Issue Date)]14
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 then outstanding,
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 and Sections 2.08 and 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
Officers’ Certificate.


 


		Section	2.15   
[Issuance of PIK Notes.



 


(a)   
The Issuer shall be entitled to issue PIK Notes under this Indenture as interest on the Notes as and to the extent
set forth in Section 2.15(b).


 


 





	 	 	 	 



 


14 See footnote 3.



 






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(b)  
With respect to the payment of PIK Interest, no later than two (2) Business Days prior to the relevant Interest Payment
Date, the Issuer shall deliver to the Trustee and the Paying Agent (if other than the Trustee), (i) in the case of Definitive Notes,
the required principal amount of PIK Notes in the form of Definitive Notes (rounded up to the nearest whole dollar) and an Authentication
Order to authenticate and deliver such PIK Notes as Additional Notes under the Indenture or (ii) in the case of Global Notes, an
Increase Order to increase the outstanding principal amount of Notes by the required amount (rounded up to the nearest whole dollar)
(or, if necessary, pursuant to the requirements of the Depositary or otherwise to authenticate and deliver such new Global Notes).


 


(c)   
Any PIK Notes shall, after being executed and authenticated pursuant to Section 2.02, be (i) if such PIK Notes are
Definitive Notes, mailed to the person entitled thereto as shown on the Note Register for the Definitive Notes as of the relevant
Record Date or (ii) if such PIK Notes are Global Notes, deposited into the account specified by the Holder or Holders thereof as
of the relevant Record Date. Alternatively, in connection with any PIK Payment with respect to Global Notes, the Issuer may direct
the Paying Agent to make appropriate amendments to the schedule of principal amounts of the relevant Global Notes outstanding for
which PIK Interest will be paid and arrange for deposit into the account specified by the Issuer with respect to the Participant(s)
and beneficial owner(s) with respect to such Global Note as of the relevant Record Date.


 


(d)  
Payment shall be made in such form and terms as specified in this Section 2.15 and the Issuer shall and the Paying
Agent may take additional steps as is necessary to effect such payment. For the avoidance of doubt, PIK Interest shall accrue
on, and be payable with respect to, all Notes (including PIK Notes previously issued) then outstanding and the aggregate principal
amount of all Global Notes (including PIK Interest that has been capitalized thereto).]15


 


		Section	2.16   
Tax Considerations for Holders.



 


The Issuer or Paying
Agent may request at any time that (i) Holders who are “United States persons” within the meaning of Section 7701(a)(30)
of the Code provide a properly completed and duly executed U.S. Internal Revenue Service Form W-9 (or valid substitute form), (ii)
Holders who are not “United States persons” within the meaning of Section 7701(a)(30) of the Code provide a properly
completed and duly executed U.S. Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY (or valid substitute form), and (iii) all
Holders provide such other documentation as prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code). If any applicable law (as determined in the good faith discretion of, as applicable, the Issuer or Paying Agent) requires
the deduction or withholding of any tax from any payment by the Issuer or Paying Agent, including as a result of a Holder failing
to supply any requested documentation as prescribed by applicable law, then the Issuer or Paying Agent, as applicable, shall be
entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant taxing
authority in accordance with applicable law.


 


 





	 	 	 	 



 


15 See footnote 3.



 






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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 2 Business Days before notice
of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days
before a Redemption Date, an Officers’ Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section
of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes
to be redeemed and (iv) the redemption price.


 


		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, the Trustee 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, (b) if the Notes are not so listed, on a pro rata
basis to the extent practicable or (c) by lot or by such other similar method in accordance with the procedures of DTC. 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 the Trustee from the outstanding Notes
not previously called for redemption or purchase.


 


The Trustee
shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected
for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected
shall be in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof; 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
$1.00, 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.



 


Subject to
Section 3.09 hereof, notices of redemption shall be mailed by the Issuer by first-class mail, postage prepaid, 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 notices of redemption may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection
with Article 8 or Article 12 hereof.


 


The notice
shall be prepared by the Issuer, shall identify the Notes to be redeemed and shall state:


 


(a)               
the Redemption Date;


 






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(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 shall 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; and


 


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


 


In addition,
if such redemption is subject to the satisfaction of one or more conditions precedent, such notice of redemption shall describe
each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed
until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied by the stated Redemption Date, or by the Redemption
Date as so delayed.


 


At the Issuer’s
request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the
Issuer shall have delivered to the Trustee, at least 2 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 the Trustee), an Officers’
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.


 


		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 (i) when given in connection with a transaction (or series of related transactions)
that constitutes a Change of Control, in which case such notice of redemption may, at the Issuer’s discretion, be subject
to one or more conditions precedent, including, but not limited to, completion of the Change of Control or (ii) when otherwise
subject to the satisfaction of one or more conditions precedent as set forth in the notice of redemption). 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.


 






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		Section	3.05   
Deposit of Redemption or Purchase Price.



 


Prior to 10:00
a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or 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 Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying
Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all
Notes to be redeemed or purchased.


 


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 Date, then, without duplication, 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 amount,
from the redemption or purchase date until such principal amount is paid, and to the extent lawful on any interest accrued to the
redemption or purchase date not paid on such unpaid principal amount, 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, upon receipt of an Authentication
Order, 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 shall be in a minimum principal amount of $1.00 and integral multiples of $1.00 in excess thereof. It is understood
that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or
Officers’ Certificate is required for the Trustee to authenticate such new Note.


 


		Section	3.07   
Optional Redemption.



 


(a)               
At any time and from time to time prior to[__________], 20[__],16 the Issuer may redeem up to 35% of
the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash
proceeds of one or more Equity Offerings at a redemption price of [_____]%17 of the principal amount thereof plus accrued
and unpaid interest, 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); provided that


 





 


	 	 	 	 






 


16 To be the date that
is the 15th of the month closest to the third anniversary of the Issue Date.



 





17 To be par plus the coupon
of the Notes.


 






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(1)              
at least 65% of the original principal amount of the Notes remains outstanding after each such redemption; and


 


(2)              
the redemption occurs within 90 days after the closing of such Equity Offering.


 


(b)              
At any time prior to [__________], 20[__]18 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 the Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest thereon, if any, to the date of redemption (the “Redemption Date”), subject to the rights
of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.


 


(c)               
[Reserved].


 


(d)              
On or after [__________], 20[__],19 the Issuer may redeem the Notes, in whole or in part, upon notice
as described in Section 3.03 hereof, at the redemption prices (expressed as percentages of the principal amount of the Notes to
be redeemed) set forth below plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders
of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during
the twelve-month period beginning on [__________]20 of each of the years indicated below:


 


	Year	 	Percentage	 
	[20[__]	 	 	[_____]	%]
	20[__]	 	 	[_____]	%
	20[__]	 	 	[_____]	%
	20[__] and thereafter	 	 	100.000	%21
	 	 	 	 	 



 


(e)               
[Reserved].


 


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


 


 





	 	 	 	 



 


18 To be the same date
as in 3.07(a).


 


19 To be the same date
as 3.07(a).


 


20 To be the same month
and date as 3.07(a).


 


21 To reflect a non-call
schedule equal to one half of the life of the Notes maturity with the first call premium of 50% of the total interest rate, with
subsequent call price step-downs in accordance with the then market high-yield offerings; provided, that, the first call premium
shall be 75% of the total interest rate in the event that the Notes are established under subsection (b) of “Interest Rate”
discussed in footnote 1.



 






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		Section	3.08   
Mandatory Redemption.



 


The Issuer
shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, (a) the Issuer
may be required to offer to purchase the Notes pursuant to Sections 4.10 and 4.14 hereof and (b) the Issuer may at any time and
from time to time purchase Notes in the open market or otherwise.


 


		Section	3.09   
Offers to Repurchase by Application of Excess Proceeds.



 


(a)               
In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer,
it shall follow the procedures specified below.


 


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


 


(c)               
If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued
and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the
close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the
Asset Sale Offer.


 


(d)              
Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to each of the
Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required, holders of Pari
Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


(i)                
that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time
the Asset Sale Offer shall remain open;


 


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


 


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


 


(iv)            
that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer shall cease to accrue interest after the Purchase Date;


 






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(v)              
that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased
in denominations of $1.00 or integral multiples of $1.00 in excess thereof;


 


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


 


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


 


(viii)        
that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds
the Offer Amount, the Issuer shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis
based on the principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate
by the Issuer so that only Notes in denominations of $1.00 or integral multiples of $1.00 in excess thereof, shall be purchased);
and


 


(ix)            
that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.


 


(e)               
On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata
basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee
the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions
thereof so tendered.


 


(f)               
The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering
Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase,
and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and
mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding
anything in this Indenture to the contrary, no Opinion of Counsel or Officers’ Certificate is required for the Trustee to
authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered
representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in denominations
of $1.00 or integral multiples of $1.00 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the
Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable
after the Purchase Date.


 






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Other than
as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made
pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.


 


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, without duplication, interest on the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and cash 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. (New York City 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 cash interest then due. [PIK Interest shall be paid in the manner provided in Section 2.15. Any PIK Payment shall be considered
paid on the date due, (a) with respect to PIK Interest on any Definitive Note, if the Issuer has delivered the appropriate amount
of PIK Notes and an Authentication Order therefor to the Trustee on or prior to such date, and (b) with respect to PIK Interest
on any Global Note, automatically by increasing the principal amount of such Global Note in an amount equal to such PIK Interest,
the Trustee evidencing such payment pursuant to this clause (b) by making appropriate amendments to the schedule of principal
amounts of such Global Note pursuant to Section 2.02 hereof.]22


 


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 an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar)
where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the 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.


 


 





	 	 	 	 



  


22 See footnote 3.



 






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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. 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)               
Whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Issuer will file with the SEC (subject to the next sentence) and provide the Trustee and Holders of the Notes with such annual
and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to
such Sections, such reports to be so filed and provided within the times specified for the filings of such reports for non-accelerated
filers under such Sections and containing, in all material respects, all the information, audit reports and exhibits required for
such reports. If at any time, the Issuer is not subject to the periodic reporting requirements of the Exchange Act for any reason,
the Issuer will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods
required unless the SEC will not accept such a filing. The Issuer agrees that it will not take any action for the purpose of causing
the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason,
the Issuer will post the reports specified in the preceding sentence on its website within the time periods that would apply for
non-accelerated filers if the Issuer were required to file those reports with the SEC.


 


(b)              
In addition, in the event that:


 


(1)              
the rules and regulations of the SEC permit a parent entity that becomes a Guarantor to report at such parent entity’s
level on a consolidated basis; and


 


(2)              
such parent entity is not engaged in any business in any material respect other than incidental to its ownership
of the capital stock of the Issuer,


 


such consolidated
reporting by such parent entity in a manner consistent with this Section 4.03 for the Issuer will satisfy this Section 4.03.


 


(c)               
Notwithstanding the foregoing, the Issuer will not be required to furnish any information, certificates or reports
required by Items 307 or 308 of Regulation S-K or Item 3-10 of Regulation S-X, unless otherwise required by the rules and regulations
of the SEC.


 


(d)              
In addition, the Issuer will furnish to the Holders of Notes and to prospective investors, upon the requests of such
Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are
not freely transferable under the Securities Act.


 


(e)               
[Reserved]


 






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(f)               
Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any
of its obligations hereunder for purposes of clause (3) under Section 6.01(a) hereof until 120 days after the date any report hereunder
is required to be made available to the Trustee and the Holders pursuant to this Section 4.03.


 


		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 commencing with the fiscal year ending March 31, 20[__],23 a certificate from the principal executive officer,
principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted
Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining
whether the Issuer has kept, observed, performed and fulfilled its 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 is not in default in the performance or observance of any
of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such
Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).


 


(b)              
When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other
evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default,
the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified
mail or by facsimile transmission an Officers’ Certificate specifying such event and what action the Issuer is taking or
proposes to take with respect thereto.


 


		Section	4.05   
Taxes.



 


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


 


		Section	4.06   
Stay, Extension and Usury Laws.



 


The Issuer
and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or
at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of
the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and
covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.


 


 





	 	 	 	 



 





23 To be the fiscal year
of the Issuer in which the Issue Date occurs.



 






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		Section	4.07   
Limitation on Restricted Payments.



 


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


 


(I)declare
or pay any dividend or make any payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’
Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:


 


(a)               
dividends, payments or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock)
of the Issuer; or


 


(b)              
dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment
or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly
Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend payment or
distribution in accordance with its Equity Interests in such class or series of securities;


 


(II)
purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect
parent of the Issuer, including in connection with any merger or consolidation, other than purchases, redemptions, defeasances
and other acquisitions and retirements of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by
a Restricted Subsidiary of the Issuer);


 


(III)
make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value or give any irrevocable
notice of redemption with respect thereto, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any
Unsecured Indebtedness, other than:


 


(a)Indebtedness
permitted under clauses (7) and (8) of Section 4.09(b);


 


(b)the
payment, redemption, repurchase, defeasance or other acquisition or retirement for value of Unsecured Indebtedness made in anticipation
of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date
of such payment, redemption, repurchase, defeasance or other acquisition or retirement for value; or


 


(c)the
giving of an irrevocable notice of redemption with respect to the transactions described in clauses (a) and (b) above and (2) and
(3) of Section 4.07(b); or


 






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(IV)
make any Restricted Investment


 


(all such payments and other
actions set forth in clauses (I) through (IV) (other than any exception thereto in clauses (I) and (III)) above being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:


 


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


 


(2)              
immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a); and


 


(3)              
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and
its Restricted Subsidiaries after the Existing Second Lien Notes Issue Date (including Restricted Payments permitted by clauses
(1) and (10) of Section 4.07(b), but excluding all other Restricted Payments permitted by Section 4.07(b)), is less than the sum
of (without duplication):


 


(a)               
EBITDA of the Issuer and its Restricted Subsidiaries on a consolidated basis for the period (taken as one accounting
period) beginning on January 1, 2011, to the end of the Issuer’s most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment, less the product of 1.4 times the Consolidated Interest Expense
of the Issuer and its Restricted Subsidiaries for the same period; provided that the amount, if positive, of this clause
(a) shall only be included in the calculation for this clause (3) when the Consolidated Secured Leverage Ratio for the Issuer and
its Restricted Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters for which internal financial
statements are available immediately preceding the date of such transaction would have been less than 4.00 to 1.00; plus


 


(b)              
100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property or assets
received by the Issuer since immediately after the Existing Second Lien Notes Issue Date (other than net cash proceeds to the extent
such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of
Section 4.09(b) hereof) from the sale of:


 


(ii)              
(A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value
of marketable securities or other property or assets received from the sale of Equity Interests to members of management, directors
or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the
Existing Second Lien Notes Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with
clause (4) of Section 4.07(b) hereof; and


 






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(B)             
to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s
direct or indirect parent companies (excluding contributions to the extent such amounts have been applied to Restricted Payments
made in accordance with clause (4) Section 4.07(b) hereof); or


 


(ii)
debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer (or any direct
or indirect parent company of the Issuer);


 


provided, however,
that this clause (b) shall not include the proceeds from (X) Equity Interests or convertible debt securities of the Issuer sold
to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified
Stock or (Z) Excluded Contributions; plus


 


(c)100%
of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital
of the Issuer following the Existing Second Lien Notes Issue Date (other than net cash proceeds to the extent such net cash proceeds
have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof)
(other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus


 


(d)100%
of the aggregate amount received in cash and the fair market value of marketable securities or other property received after the
Existing Second Lien Notes Issue Date by means of:


 


(i)the
sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or
its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries
and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted
Subsidiaries, in each case after the Existing Second Lien Notes Issue Date; or


 


(ii)
the sale (other than to the Issuer or a Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or a distribution
from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary constituted
a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Existing Second Lien Notes Issue Date; plus



 


(e)in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Existing Second Lien Notes Issue
Date, the fair market value of the Investment in such Unrestricted Subsidiary (which, if the fair market value of such Investment
may exceed $50.0 million, shall be set forth in writing by an Independent Financial Advisor) at the time of the redesignation of
such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in
such Unrestricted Subsidiary constituted a Permitted Investment hereunder.


 






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(b)              
The foregoing provisions shall not prohibit:


 


(1)              
the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after
the date of declaration thereof or the giving of the irrevocable redemption notice, as applicable, if at the date of declaration
or notice such payment would have complied with the provisions of this Indenture;


 


(2)              
the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests (“Treasury
Capital Stock”) or Unsecured Indebtedness of the Issuer or a Guarantor in exchange for, or out of the proceeds of the
substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any of its direct or
indirect parent companies (in each case, other than any Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition will be excluded from clause (3)(b)
of Section 4.07(a) above;


 


(3)              
the redemption, repurchase, defeasance or other acquisition or retirement of Unsecured Indebtedness of the Issuer
or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Unsecured Indebtedness
of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:


 


(a)               
the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount
(or accreted value, if applicable) of, plus any accrued and unpaid interest, if any, on the Unsecured Indebtedness being so redeemed,
repurchased, defeased, acquired or retired for value, plus the amount of any reasonable premium paid (including reasonable tender
premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Unsecured
Indebtedness;


 


(b)              
such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date
of the Unsecured Indebtedness being so redeemed, repurchased, defeased, acquired or retired; and


 


(c)               
such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average
Life to Maturity of the Unsecured Indebtedness being so redeemed, repurchased, defeased, acquired or retired;


 


(4)              
a Restricted Payment to pay for the repurchase, redemption, defeasance or other acquisition or retirement for value
of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any
future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect
parent companies (or any permitted transferee of any of the foregoing) pursuant to any management equity plan or stock option plan
or any other management or employee benefit plan or agreement; provided, however, that the aggregate amounts paid
under this clause (4) do not exceed in any calendar year $5.0 million (with unused amounts in any calendar year being carried over
to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $10.0 million in any calendar
year); provided further that such amount in any calendar year may be increased by an amount not to exceed:


 






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(a)               
the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent
contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members
of management, directors or consultants of the Issuer, any of its direct or indirect parent companies or any of its Subsidiaries
that occurs after the Existing Second Lien Notes Issue Date, to the extent the cash proceeds from the sale of such Equity Interests
have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus


 


(b)              
the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after
the Existing Second Lien Notes Issue Date; less


 


(c)               
the amount of any Restricted Payments made in any prior fiscal year pursuant to clauses (a) and (b) of this clause
(4);


 


(5)              
the declaration and payment of dividends to holders of, and any redemption or repurchase at maturity or upon any
mandatory redemption event of, any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or
any class or series of Preferred Stock of a Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such
dividends are included in the definition of “Consolidated Interest Expense”;


 


(6)              
repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests
represent a portion of the exercise price of such options or warrants;


 


(7)              
the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct
or indirect parent entity to fund a payment of dividends on the Issuer’s common stock), following the consummation of the
first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies
after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such
public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than
any public sale constituting an Excluded Contribution;


 


(8)              
other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant
to this clause (8) not to exceed $15.0 million;


 






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(9)              
Restricted Payments that are made with Excluded Contributions;


 


(10)          
 (10) the payment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Unsecured
Indebtedness required in accordance with provisions applicable thereto similar to those described under Sections 4.10 and 4.14
hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as
applicable, have been repurchased, redeemed or acquired for value;


 


(11)          
[Reserved]; and


 


(12)          
the declaration and payment of dividends by the Issuer or a Restricted Subsidiary to, or the making of loans to,
any of their respective direct or indirect parents in amounts required for any direct or indirect parent companies to pay, in each
case without duplication,


 


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


 


(b)              
federal, foreign, state and local income taxes to the extent such income taxes are attributable to the income of
the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries,
in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided
that, in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted
Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes for such fiscal year were the
Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately
from any parent entity at the highest combined applicable, federal, foreign, state and local tax rate for such fiscal year;


 


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


 


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


 


(e)               
fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such
parent entity;


 


provided, however,
that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (8) and (10) of this Section 4.07(b),
no Default shall have occurred and be continuing or would occur as a consequence thereof.


 






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As of the Issue
Date, the Issuer has designated [Mr. Olympia, LLC and Zinczenko-AMI Media Ventures, LLC] 24
as Unrestricted Subsidiaries for purposes of the Indenture. Other than such Unrestricted Subsidiaries, all of the Issuer’s
Subsidiaries shall be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary
except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary
as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent
repaid) in the Subsidiary so designated shall be deemed to be Investments in an amount determined as set forth in the last sentence
of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such
amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (8) of Section 4.07(b) hereof,
or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this
Indenture.


 


		Section	4.08   
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.



 


(a)               
The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction
on the ability of any such Restricted Subsidiary that is not a Guarantor to:


 


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


 


(B)             
pay any Indebtedness owed to the Issuer or any of the Restricted Subsidiaries;


 


(1)              
make loans or advances to the Issuer or any of the Restricted Subsidiaries; or


 


(2)              
sell, lease or transfer any of its properties or assets to the Issuer or any of the Restricted Subsidiaries.


 


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


 


(1)              
contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement,
the [First Lien Notes] OR [First Lien Term Loans], the Existing Second Liens Notes and the related documentation;


 


(2)              
this Indenture, the Notes and the Guarantees;


 





 


	 	 	 	 



 





24 To include all subsidiaries
designated as Unrestricted Subsidiaries as of the Issue Date and to conform to the list of Unrestricted Subsidiaries set forth
in the definition thereof.



 






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(3)              
Purchase Money Obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations
that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired and related
assets;


 


(4)              
applicable law or any applicable rule, regulation or order;


 


(5)              
any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence
at the time of such acquisition or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection
with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance
or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries,
or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed and related assets;


 


(6)              
contracts for the sale of assets or Capital Stock, including customary restrictions with respect to a Subsidiary
of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock or assets of
such Subsidiary, that impose restrictions on the assets to be sold or the assets of such Subsidiary;


 


(7)              
 Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof
that limits the right of the debtor to dispose of the assets securing such Indebtedness;


 


(8)              
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business;


 


(9)              
other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent
to the Issue Date pursuant to the provisions of Section 4.09 hereof that imposes restrictions solely on Foreign Subsidiaries or
their Subsidiaries party thereto;


 


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


 


(11)          
customary provisions contained in leases or licenses of intellectual property and other agreements, in each case,
entered into in the ordinary course of business;


 


(12)          
other Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or Preferred Stock of
any Restricted Subsidiary that is incurred subsequent to the Issue Date and permitted pursuant to Section 4.09 hereof; provided
that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s
ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the
Board of Directors of the Issuer);


 






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(13)          
any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) above imposed
by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the
contracts, instruments or obligations referred to in clauses (1) through (12) of this Section 4.08(b); provided that such
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the
good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken
as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement
or refinancing; and


 


(14)          
restrictions or conditions of the type contained in clause (3) of Section 4.08(a) hereof contained in any trading,
netting, operating, construction, service, supply, purchase or other agreement to which the Issuer or any Restricted Subsidiary
is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely
the property or assets of the Issuer or such Restricted Subsidiary that is the subject of such agreement, the payment rights arising
thereunder or the proceeds thereof and does not extend to any other asset or property of such Restricted Subsidiary or the assets
or property of the Issuer or any other Restricted Subsidiary.


 


		Section	4.09   
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.



 


(a)               
The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create,
incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur
or  incurrence "  ” and collectively, an “incurrence”) with respect to any Indebtedness (including
Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary
to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness
(including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including
Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio
on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which
internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or
such Disqualified Stock or Preferred Stock is issued would have been less than 4.50 to 1.00, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified
Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning
of such four-quarter period; provided, further, that the amount of Indebtedness (including Acquired Indebtedness)
that may be incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.09(a) by Restricted
Subsidiaries that are not Guarantors shall not exceed $10.0 million at any one time outstanding.


 


(b)              
The provisions of Section 4.09(a) hereof shall not apply to:


 


(1)              
Indebtedness under the Credit Agreement incurred in an aggregate principal amount not to exceed $40.0 million outstanding
at any one time;


 






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(2)              
Indebtedness under (a) the [First Lien Notes and the First Lien Notes Indenture] OR [First Lien Term
Loans and the First Lien Term Loan Agreement], in an aggregate principal amount not to exceed, as of any date of determination,
the sum of (i) $[__________] (which is the aggregate principal amount Indebtedness permitted to be incurred and outstanding on
the Issue Date pursuant to Section 4.09(b)(2)(a) of the Existing Second Lien PIK Indenture as in effect immediately before the
Issue Date, including after giving effect to all First Lien Note Repurchases and/or Optional First Lien Note Exchanges (each as
defined in the Existing Second Lien PIK Indenture)), plus (ii) an additional aggregate principal amount of [First Lien Notes]
OR [First Lien Term Loans] incurred on or prior to the Issue Date to pay accrued interest, premiums (including reasonable
tender premiums), defeasance costs and fees in connection with the First Lien Notes Refinancing; provided that, notwithstanding
the foregoing, in connection with an acquisition permitted by the terms of this Indenture, the Issuer may incur additional [First
Lien Notes] OR [First Lien Term Loans] or other First Lien Indebtedness if the First Lien Indenture First Lien Leverage
Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters
for which internal financial statements are available immediately preceding the date of such transaction (calculated on a pro
forma basis immediately after giving effect to such transaction but excluding, for purposes of the calculation of [Pari Passu
Lien Indebtedness (as defined in the [First Lien Indenture] OR [First Lien Term Loan Agreement)], Indebtedness under
the Credit Agreement) does not exceed the First Lien Indenture First Lien Leverage Ratio immediately prior to giving effect to
such transaction (excluding, for purposes of the calculation of [Pari Passu Lien Indebtedness] (as defined in the [First Lien
Indenture] OR [First Lien Term Loan Agreement]), Indebtedness under the Credit Agreement), (b) the Existing Second
Lien Notes and the Existing Second Lien Indenture in an aggregate principal amount not to exceed the aggregate principal amount
outstanding on the Issue Date(c) the Initial Notes [and any PIK Notes issued from time to time as payment of PIK Interest on the
Notes and any increase in the principal amount of Notes as a result of a PIK Payment, but excluding any other Additional Notes],25
and (d) any guarantee by a Guarantor of any of the foregoing in this clause (2);


 


(3)              
Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Existing Second Lien Notes Issue Date
after giving effect to the consummation of the Reorganization Plan (other than Indebtedness described in clauses (1) and (2) of
this Section 4.09(b));


 


(4)              
Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations), Disqualified Stock and Preferred
Stock incurred by the Issuer or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real
or personal) or equipment (other than software) 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, provided that the aggregate amount of Indebtedness, Disqualified
Stock and Preferred Stock incurred pursuant to this clause (4) when aggregated with then outstanding amount of Indebtedness under
clause (13) below incurred to refinance Indebtedness initially incurred in reliance on this clause (4) does not exceed $15.0 million
at any one time outstanding;


 





	 	 	 	 



 


25 See footnote 3.



 






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(5)              
Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations
with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’
compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation
claims; provided, however, that such letters of credit are not drawn;


 


(6)              
Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification,
adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any
business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of
such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that the
maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds
(the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent
changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;


 


(7)              
Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted
Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that
any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another
Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an
incurrence of such Indebtedness not permitted by this clause (7);


 


(8)              
Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a
Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated
in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer
of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary
or any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such
Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted
by this clause (8);


 


(9)              
shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary issued to the Issuer or another Restricted
Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any
such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred
Stock or Disqualified Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be
an issuance of such shares of Preferred Stock or Disqualified Stock not permitted by this clause (9);


 






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(10)          
Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting
interest rate risk, exchange rate risk or commodity pricing risk;


 


(11)          
obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer
or any of its Restricted Subsidiaries in the ordinary course of business;


 


(12)          
(a) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer in an aggregate principal
amount or liquidation preference equal to 100.0% of the net cash proceeds received by the Issuer and its Restricted Subsidiaries
since immediately after the Existing Second Lien Notes Issue Date from the issue or sale of Equity Interests of the Issuer or any
direct or indirect parent entity of the Issuer (which proceeds are contributed to the Issuer or a Restricted Subsidiary) or cash
contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests
or contributions received from the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c)
of Section 4.07(a) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted
Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) or to make Permitted Investments (other
than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock
of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise
permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount
and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant
to this clause (12)(b), does not at any one time outstanding exceed $25.0 million;


 


(13)          
the incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness, Disqualified Stock or Preferred
Stock which serves to refund or refinance (whether by payment, purchase, redemption, defeasance or other acquisition or retirement)
any Indebtedness, Disqualified Stock or Preferred Stock incurred or outstanding as permitted under Section 4.09(a) hereof and clauses
(2), (3), (4), (6), (10) and (12)(a) above and this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or
Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional
Indebtedness, Disqualified Stock or Preferred Stock incurred or outstanding to pay accrued interest; premiums (including reasonable
tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to
its respective maturity; provided, however, that such Refinancing Indebtedness:


 


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


 






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(b)              
to the extent such Refinancing Indebtedness refinances (i) First Lien Indebtedness, such Refinancing Indebtedness
shall be First Lien Indebtedness, Second Lien Indebtedness or Unsecured Indebtedness, (ii) Unsecured Indebtedness or constitutes
other Permitted Second Lien Obligations, such Refinancing Indebtedness also constitutes Unsecured Indebtedness or constitutes other
Permitted Second Lien Obligations, as the case may be; provided that Refinancing Indebtedness of the Existing Second Lien Notes
may be First Lien Indebtedness, or (iii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified
Stock or Preferred Stock, respectively, and


 


(c)               
shall not include:


 


(i)Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of the Issuer;


 


(ii)
Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer, that is not a Guarantor that refinances
Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or


 


(iii)
Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness,
Disqualified Stock or Preferred Stock of a Restricted Subsidiary;


 


and provided,
further that subclause (a) of this clause (13) shall not apply to any refunding or refinancing of any First Lien Obligations;


 


(14)          
Indebtedness, Disqualified Stock or Preferred Stock of a Person incurred and outstanding on or prior to the date
on which such Person was acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary
in accordance with the terms of this Indenture; provided that such Indebtedness, Disqualified Stock or Preferred Stock is
not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized
to consummate, such acquisition or merger; and provided, further, that after giving effect to such acquisition or
merger, either


 


(a)               
the Consolidated Secured Leverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis for
the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date
of such transaction does not exceed 4.00 to 1.00, or


 


(b)              
(b)(i) the Consolidated Secured Leverage Ratio is equal to or less than such ratio immediately prior to such acquisition
or merger and (ii) the Consolidated Leverage Ratio is equal to or less than such ratio immediately prior to such acquisition or
merger;


 






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(15)          
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within
two Business Days of its incurrence;


 


(16)          
Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant
to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit;


 


(17)          
(a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted
Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of
this Indenture, or


 


  (b)any
guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided that such guarantee is incurred in accordance
with Section 4.15;


 


(18)          
Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums
or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;


 


(19)          
Indebtedness consisting of Indebtedness issued by the Issuer or any of the Restricted Subsidiaries to current or
former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance
the purchase or redemption of Equity Interests of the Issuer, a Restricted Subsidiary or any of their direct or indirect parent
companies to the extent described in clause (4) of Section 4.07(b);


 


(20)          
customer deposits and advance payments received in the ordinary course of business from customers for goods purchased
in the ordinary course of business; and


 


(21)          
Indebtedness owed on a short term basis of no longer than 30 days to banks and other financial institutions incurred
in the ordinary course of business of the Issuer and the Restricted Subsidiaries with such banks or financial institutions that
arises in connection with ordinary banking arrangements to manage cash balances of the Issuer and the Restricted Subsidiaries.


 


For purposes
of determining compliance with this Section 4.09:


 


(22)          
in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the
criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses
(1) through (21) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its
sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion
thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock
under Section 4.09(a) hereof or in one of the above clauses under Section 4.09(b) hereof; provided that all Indebtedness
outstanding under the Credit Agreement on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section
4.09(b) hereof; and


 



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(23)          
at the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than
one of the types of Indebtedness described in Section 4.09(a) and (b) hereof.


 


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


 


For purposes
of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange
rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving
credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency,
and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not
to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of
such Indebtedness being refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance
costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness.


 


The principal
amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing.


 


For the purpose
of this Indenture, (1) Unsecured Indebtedness shall not be deemed to be subordinated or junior to Secured Indebtedness merely because
it is unsecured, (2) senior Indebtedness that is Secured Indebtedness shall not be deemed to be subordinated or junior to any other
senior Indebtedness that is Secured Indebtedness merely because it has a junior priority with respect to the same collateral, (3)
any Indebtedness shall not be deemed to be subordinated to any other Indebtedness merely because of maturity date, order of payment
or order of application of funds or (4) Indebtedness that is not guaranteed shall not be deemed to be subordinated to Indebtedness
that is guaranteed merely because of such guarantee.


 


		Section	4.10   
Asset Sales.



 


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


 






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


 


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


 


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


 


(b)              
any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the
Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such
Asset Sale; and


 


(c)               
any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause
(c) and assets (other than securities received and not yet liquidated pursuant to clause (b)) that are at that time outstanding,
not to exceed 3.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value
of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes
in value,


 


shall be deemed to be cash for
purposes of this provision and for no other purpose.


 


(b)              
Within 12 months after the receipt of any Net Proceeds of any Asset Sale consummated after the Issue Date (the “Application
Period”), the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale


 


(1)              
to permanently reduce:


 


(a)               
Indebtedness constituting First Lien Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness,
to correspondingly reduce commitments with respect thereto); or


 


(b)              
Obligations under other Permitted Second Lien Obligations (and to correspondingly reduce commitments with respect
thereto); provided that the Issuer shall equally and ratably (based on the aggregate principal amounts thereof) reduce Obligations
under the Notes as provided under Section 3.07 through open-market purchases (to the extent such purchases are at or above 100%
of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer)
to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest,
if any, on the amount of Notes that would otherwise be prepaid; or


 






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(c)               
Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another
Restricted Subsidiary; or


 


(2)              
to make (a) an Investment in any one or more businesses, provided that such Investment in any business is
in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case
may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures
or (c) acquisitions of other assets (other than current amounts), in each of clauses (a), (b) and (c), used or useful in a Similar
Business or that replace the businesses, properties and/or assets that are the subject of such Asset Sale (“Replacement
Assets”); provided that to the extent that the assets disposed of in such Asset Sale were Collateral, such assets
are pledged as Collateral under the Security Documents with the Lien on such Collateral securing the Notes being of the same priority
with respect to the Notes as the Lien on the assets disposed of.


 


(c)               
Any Net Proceeds from the Asset Sale that are not invested or applied in accordance with Section 4.10(b) hereof within
the Application Period shall be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess
Proceeds exceeds $20.0 million, the Issuer shall make an offer to (x) in the case of Net Proceeds from Collateral, all Holders
of the Notes and, if required by the terms of any other Permitted Second Lien Obligations, the holders of such Permitted Second
Lien Obligations and (y) in the case of any other Net Proceeds, all Holders of the Notes and all holders of other Indebtedness
that ranks pari passu in right of payment with the Notes containing provisions similar to those set forth in Section 3.09
and Section 4.10 hereof with respect to offers to purchase or redeem with the proceeds of sales of assets (“Pari Passu
Indebtedness”), in each case (an “Asset Sale Offer”), to purchase the maximum aggregate principal
amount of the Notes and such other Permitted Second Lien Obligations that may be purchased out of the Excess Proceeds at an offer
price in cash in an amount equal to 100% of the principal amount thereof, plus (without duplication) accrued and unpaid interest,
to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall
commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed
$20.0 million by mailing the notice to Holders required pursuant to the terms of this Indenture, with a copy to the Trustee as
set forth in Section 3.09 hereof. The Issuer may satisfy the foregoing obligations with respect to any Excess Proceeds from an
Asset Sale by making an Asset Sale Offer with respect to such Excess Proceeds prior to the expiration of the Application Period.


 


To the extent
that the aggregate principal amount of Notes and such other Permitted Second Lien Obligations or Pari Passu Indebtedness, as applicable,
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for
general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes
and other Permitted Second Lien Obligations (in the case of Net Proceeds from Collateral) and such Pari Passu Indebtedness (in
the case of any other Net Proceeds) surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Notes and such
other Permitted Second Lien Obligations or Pari Passu Indebtedness, as applicable, shall be purchased on a pro rata basis
based on the principal amount of the Notes, other Permitted Second Lien Obligations or such Pari Passu Indebtedness, as applicable,
tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


 






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Pending the
final application of any Net Proceeds pursuant to this Section 4.10, the Issuer or such Restricted Subsidiary may apply such Net
Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds
in any manner not prohibited by this Indenture (including investing in a trust account maintained by the First Lien Collateral
Agent).


 


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 the Notes pursuant to an Asset Sale
Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture,
the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
described in this Indenture by virtue thereof.


 


		Section	4.11   
Transactions with Affiliates.



 


(a)               
The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or
make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or
consideration in excess of $2.0 million, unless:


 


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


 


(2)              
the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate payments or consideration in excess of $10.0 million, a Board Resolution adopted by the majority of the Board
of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that
such Affiliate Transaction complies with clause (1) of this Section 4.11(a); and


 


(3)              
the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate payments or consideration in excess of $40.0 million, a written opinion to the Issuer or such Restricted Subsidiary
from an Independent Financial Advisor stating that the terms of such transaction are not materially less favorable to the Issuer
or the Restricted Subsidiary than those that would have reasonably been obtained in a comparable transaction by the Issuer or such
Restricted Subsidiary at such time with an unrelated Person on an arm’s-length basis.


 






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(b)              
The foregoing provisions of Section 4.11(a) hereof shall not apply to the following:


 


(1)              
transactions between or among the Issuer or any of its Restricted Subsidiaries;


 


(2)              
Restricted Payments permitted by Section 4.07 hereof and transactions constituting “Permitted Investments”;


 


(3)              
[Reserved];


 


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


 


(5)              
transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter
from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a
financial point of view or stating that the terms are not materially less favorable to the Issuer or such Restricted Subsidiary
than those that would have reasonably been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with
an unrelated Person on an arm’s-length basis;


 


(6)              
any agreement or arrangement as in effect as of the Existing Second Lien Notes Issue Date, or any amendment thereto
(so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the applicable
agreement or arrangement as in effect on the Existing Second Lien Notes Issue Date);


 


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


 


(8)              
transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted
Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are
on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;


 






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(9)              
the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person and any contribution
to the capital of the Issuer;


 


(10)          
payments by the Issuer or any of its Restricted Subsidiaries to any of the Permitted Holders made for any financial
advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without
limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors
of the Issuer in good faith;


 


(11)          
any Transaction;


 


(12)          
payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect
parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements
with such employees or consultants which, in each case, are approved by the Issuer in good faith;


 


(13)          
transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also
a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains
from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other
Person;


 


(14)          
transactions permitted by, and complying with, the provisions of Section 5.01;


 


(15)          
the pledge of Equity Interests of an Unrestricted Subsidiary to lenders of such Unrestricted Subsidiary to support
the Indebtedness of such Unrestricted Subsidiary owed to such lenders;


 


(16)          
any transaction with (or for the benefit of) a Person that would constitute an Affiliate Transaction solely because
the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person; and


 


(17)          
any transaction with (or for the benefit of) a Person that would constitute an Affiliate Transaction solely because
of the Holders’ beneficial ownership or record ownership of the Notes.


 


		Section	4.12   
Liens.



 


The Issuer
will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, affirm or suffer to exist any
Lien of any kind upon any of its property or assets (including any intercompany notes) constituting Collateral, now owned or acquired
after the Issue Date, or any income or profits therefrom, securing Indebtedness excluding, however, from the operation of the foregoing
any Permitted Liens. Additionally, the Issuer will not, and will not permit any of its Restricted Subsidiaries to, incur or suffer
to exist any Lien (the “Initial Lien”) on any property or assets that are not Collateral securing Indebtedness
unless (a) the Issuer or such Restricted Subsidiary (i) equally and ratably secures the Notes (or on a senior basis to) the obligations
secured by such Initial Lien or (ii) provides that such Initial Lien is expressly junior in ranking relative to the Notes and related
Guarantees pursuant to a junior lien intercreditor agreement or (b) such Initial Lien is a Permitted Lien; provided,
however, that any such Lien created to secure the Notes pursuant to this sentence of this Section 4.12 shall provide by its
terms that upon the release and discharge of the Initial Lien on such assets by the collateral agent for the Indebtedness secured
by such Initial Lien, the Lien on such assets securing the Notes shall be automatically and unconditionally released and discharged
and the Issuer may take any action necessary to effectuate such release or discharge.


 






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		Section	4.13   
Changes in Covenants When Notes Rated Investment Grade.



 


(a)               
Beginning on the first date of a Covenant Suspension and ending on a Reversion Date (such period, a “Suspension
Period”), the following covenants will not be applicable to the Notes:


 


(1)              
Section 4.07;


 


(2)              
Section 4.08;


 


(3)              
Section 4.09;


 


(4)              
Section 4.10;


 


(5)              
Section 4.11;


 


(6)              
Section 4.15; and


 


(7)              
clause (4) of Section 5.01(a).


 


(b)              
On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension
Period will be classified as having been incurred or issued pursuant to Section 4.09(a) hereof or one of the clauses set forth
in Section 4.09(b) hereof (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred
or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension
Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not
be so permitted to be incurred or issued pursuant to Section 4.09(a) hereof or Section 4.09(b) hereof, such Indebtedness or Disqualified
Stock or Preferred Stock will be deemed to have been outstanding on the Existing Second Lien Notes Issue Date, so that it is classified
as permitted under Section 4.09(b)(3) hereof.


 


(c)               
Calculations made after the Reversion Date of the amount available to be made as Restricted Payments pursuant to
Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect since the Existing Second Lien Notes Issue Date
and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount
available to be made as Restricted Payments under Section 4.07(a) hereof; provided, however, that no Default or Event
of Default will be deemed to have occurred as a result of the Reversion Date occurring on the basis of any actions taken or the
continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by
the Issuer or any of the Restricted Subsidiaries during the Suspension Period (other than agreements to take actions after the
Reversion Date that would not be permitted outside of the Suspension Period entered into in contemplation of the Reversion Date).


 






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(d)              
In addition, for purposes of Section 4.11 hereof, all agreements and arrangements entered into by the Issuer or any
Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to the Reversion Date will be deemed to
have been entered into on or prior to the Issue Date and for purposes of Section 4.08 hereof, all contracts entered into during
the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by Section 4.08 hereof will
be deemed to have been existing on the Issue Date. For purposes of Section 4.10 hereof, on the Reversion Date, the unutilized Excess
Proceeds amount will be reset to zero.


 


(e)               
During any Suspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary by the Board
of Directors of the Issuer.


 


(f)               
Upon the occurrence of a Covenant Suspension or a Reversion Date, the Issuer shall provide written notice to the
Trustee, and file with the Trustee an Officers’ Certificate certifying that such suspension or reversion complied with the
foregoing provisions. In the case of a Covenant Suspension, such notice shall list the Suspended Covenants.


 


		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, without duplication, accrued and unpaid
interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such
Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing
in the security register with the following information:


 


(1)              
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 shall be accepted for payment by the Issuer;


 


(2)              
the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the
date such notice is mailed (the “Change of Control Payment Date”);


 






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(3)              
any Note not properly tendered shall remain outstanding and continue to accrue interest;


 


(4)              
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 shall cease to accrue interest on the Change of Control Payment Date;


 


(5)              
Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall 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)              
Holders shall 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 Business Day prior to the Change
of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, 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)              
if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer
is conditional on the occurrence of such Change of Control; and


 


(8)              
the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow.


 


(b)              
While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change
of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject
to its rules and regulations.


 


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.


 


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


 






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


 


(2)              
deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes
or portions thereof so tendered, and


 


(3)              
deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’
Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.


 


(d)              
The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee
shall, upon receipt of an Authentication Order, promptly authenticate and mail to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in denominations
of $1.00 and integral multiples of $1.00 in excess thereof. The Issuer shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.


 


(e)               
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 time 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.


 


(f)               
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.


 


(g)              
In the event a Change of Control occurs at a time when the Issuer is prohibited by the terms of any First Lien Obligation
from purchasing the Notes, then prior to the mailing of the notice of a Change of Control to Holders of Notes, but in any event
within 30 days following any Change of Control, the Issuer shall (1) repay in full all Obligations, and terminate all commitments,
under such First Lien Obligations or offer to repay in full all Obligations, and terminate all commitments, under such First Lien
Obligations and to repay the Obligations owed to (and terminate all commitments of) each lender which has accepted such offer or
(2) obtain the requisite consents under the agreements governing such First Lien Obligations to permit the repurchase of the Notes.
If such a consent is not obtained or borrowings repaid, the Issuer shall remain prohibited from purchasing the Notes. The Issuer
shall first comply with this clause (g) before it shall be required to repurchase the Notes pursuant to the other provisions of
this Section 4.14. The Issuer’s failure to comply with this clause (g) (and any failure to send a notice of a Change of Control
as a result of the prohibition in this clause (g)) may (with notice and lapse of time) constitute an Event of Default described
in clause (3) of Section 6.01(a) hereof, but shall not constitute an Event of Default described in clause (1) of Section 6.01(a)
hereof.


 






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		Section	4.15   
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.



 


The Issuer
shall not permit any of its Restricted Subsidiaries, other than a Guarantor, 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, 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;


 


(2)              
such Restricted Subsidiary within 30 days executes and delivers a joinder to the applicable Security Documents or
new Security Documents and takes all actions necessary to perfect the Liens created thereunder (to the extent required by such
Security Documents), all of such Liens to be junior to the Liens in favor of the holders of the Permitted Second Lien Obligations
and to be subject to the Intercreditor Agreement; and


 


(3)              
such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of,
any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary
as a result of any payment by such Restricted Subsidiary under its Guarantee;


 


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.


 


Each Guarantee
shall be released in accordance with Article 11 hereof.


 


		Section	4.16   
[Reserved].



 


		Section	4.17   
Tax Treatment of the Notes.



 


The Issuer
agrees and, by acceptance of a beneficial ownership interest in the Notes, each Holder is deemed to have agreed, to treat the Notes
as indebtedness of the Issuer for U.S. federal income tax purposes. The Issuer and the Holder will not take any position on a tax
return inconsistent with such treatment, unless required by applicable law.


 


		Section	4.18   
Non-Impairment of Security Interest.



 


Subject to
the rights of the holders of Permitted Liens that are existing on the Issue Date or incurred after the Issue Date, the Issuer will
not, and will not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which
action or omission could reasonably be expected to have the result of materially impairing the Lien with respect to the Collateral
in favor of the holders of Permitted Second Lien Obligations; provided that this Section 4.18 shall not prohibit the release
of Guarantors pursuant to Section 11.06 hereof or the release of Collateral pursuant to Section 4.12 or Article 10 hereof.


 






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		Section	4.19   
[Reserved].



 


		Section	4.20   
After-Acquired Collateral; Further Assurances.



 


(a)               
Subject to certain limitations and exceptions (including the exclusion of any securities or other equity interests
of any of the Issuer’s Subsidiaries), if the Issuer or any Guarantor creates any additional security interest upon any property
or asset to secure any First Lien Obligations (which include Obligations in respect of the Credit Agreement and the [First Lien
Notes] OR [First Lien Term Loans]), it must concurrently grant a second-priority security interest (subject to Permitted
Liens) upon such property as security for the Indebtedness and Obligations under the Notes. In addition, if granting a security
interest in such property requires the consent of a third party, the Issuer will use commercially reasonable efforts to obtain
such consent with respect to the second-priority security interest for the benefit of the Collateral Agent. If such third party
does not consent to the granting of the second-priority security interest after the use of such commercially reasonable efforts,
the applicable entity will not be required to provide such security interest.


 


(b)              
The Issuer and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments,
and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in
order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended
to be created by the Security Documents in the Collateral. In addition, from time to time, the Issuer will reasonably promptly
secure the obligations under this Indenture, Security Documents and Intercreditor Agreement by pledging or creating, or causing
to be pledged or created, perfected security interests and Liens with respect to the Collateral. Such security interests and Liens
will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and
documents as may be reasonably required.


 


		Section	4.21   
Information Regarding Collateral.



 


(a)               
The Issuer will furnish to the Collateral Agent, with respect to the Issuer or any Guarantor, prompt written notice
of any change in such Person’s (i) legal name, (ii) jurisdiction of organization or formation, (iii) identity or corporate
structure or (iv) Organizational Identification Number. The Issuer and the Guarantors will agree not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are
required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected
security interest in all the Collateral.


 


(b)              
Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant
to Section 4.03 hereof, the Issuer shall deliver to the Trustee a certificate of a financial officer of the Issuer setting forth
the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change
in such information since the date of the prior annual financial statements.


 






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		Section	4.22   
Maintenance of Property; Insurance.



 


(a)               
The Issuer shall cause all material properties owned by or leased by it or any of its Restricted Subsidiaries used
or useful to the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in normal
condition, repair and working order and supplied with all reasonably necessary equipment and shall cause to be made all repairs,
renewals, replacements, and betterments thereof, all as in its judgment may be reasonably necessary, so that the business carried
on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section
4.22 shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any
of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the management of the
Issuer or any such Restricted Subsidiary, necessary or desirable in the conduct of the business of the Issuer or any such Restricted
Subsidiary; provided further that nothing in this Section 4.22 shall prevent the Issuer or any of its Restricted Subsidiaries
from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture.


 


(b)              
The Issuer shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with responsible carriers
against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions,
as are customarily carried by similar businesses of similar size, including property and casualty loss, workers’ compensation
and interruption of business insurance.


 


		Section	4.23   
[Reserved].



 


 


 


		Section	4.24   
[Reserved].



 


 


 


		Section	4.25   
Anti-Layering.



 


(a)               
Other than as provided in the First Lien Intercreditor Agreement as in effect on the date hereof, the Issuer shall
not, and shall not permit any Guarantor to, directly or indirectly incur Indebtedness which is subordinate in right of payment
to the [First Lien Notes] OR [First Lien Term Loans], the Credit Agreement or any First Lien Obligations or any Refinancing
Indebtedness (including any First Lien Notes Refinancing) or successive refinancings with respect thereto, on the one hand, and
senior or pari passu in right of payment to the Notes or such Guarantor’s Guarantee, on the other hand.


 


(b)              
Other than as provided in the First Lien Intercreditor Agreement as in effect on the date hereof, the Issuer shall
not, and shall not permit any Guarantor to, directly or indirectly create, incur, affirm or suffer to exist any Lien of any kind
that is junior in priority to any Lien securing any of the [First Lien Notes] OR [First Lien Term Loans], the Credit
Agreement, any First Lien Obligations or any Refinancing Indebtedness (including any First Lien Notes Refinancing) or successive
refinancings with respect thereto, on the one hand, and senior in priority to the Liens securing the Notes and the obligations
of the Issuer and the Guarantors under this Indenture, on the other hand.


 






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ARTICLE 5

SUCCESSORS


 


		Section	5.01   
Merger, Consolidation or Sale of All or Substantially All Assets.



 


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


 


(1)              
the Issuer is the surviving corporation or limited liability company or the Person formed by or surviving any such
consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation or limited liability company organized or existing under the laws of the jurisdiction of
organization 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, expressly assumes all the obligations of the Issuer under this Indenture
and the Notes pursuant to supplemental indentures, supplements to the Security Documents and any other documents or instruments
in form reasonably satisfactory to the Trustee;


 


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


 


(4)              
immediately after giving pro forma effect to such transaction and any related financing transactions, as if
such transactions had occurred at the beginning of the applicable four-quarter period, either:


 


(a)               
the Consolidated Secured Leverage Ratio for the Successor Company and its Restricted Subsidiaries on a consolidated
basis for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding
the date of such transaction does not exceed 4.00 to 1.00, or


 


(b)              
(i) the Consolidated Secured Leverage Ratio is equal to or less than such ratio immediately prior to such transaction
and (ii) the Consolidated Leverage Ratio is equal to or less than such ratio immediately prior to such transaction; and


 






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(5)              
the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indentures, if any, and supplements to the Security Documents
comply with this Indenture.


 


(b)              
The Successor Company shall succeed to, and be substituted for the Issuer, as the case may be, under this Indenture,
the Guarantees and the Notes, as applicable. Notwithstanding clauses (3), (4) and (5) of Section 5.01(a) hereof,


 


(1)              
any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets
to the Issuer, and


 


(2)              
the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in a State
of the United States of America, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased
thereby.


 


(c)               
Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition
or transfer of a Guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or
into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person
unless:


 


(1)              
(a) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger
(if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws
of the jurisdiction of organization of such 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 Guarantor or such Person, as the case may be, being herein called the
“Successor Person”);


 


(b)the
Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and
the Security Documents and such Guarantor’s related Guarantee pursuant to supplemental indentures, supplements to the Security
Documents 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 Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indentures, if any, and supplements to the Security Documents comply with this Indenture;
or


 


(2)              
the transaction is made in compliance with Section 4.10 hereof.


 






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(d)              
Subject to certain limitations described in this Indenture, in the case of clause (1) of Section 5.01(c) hereof,
the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee.
Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another 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 in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which
the Issuer 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 shall refer instead to the successor corporation and not to the Issuer),
and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had
been named as the Issuer herein; provided that the predecessor Issuer 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 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, upon acceleration or otherwise, of principal of, or premium,
if any, on the Notes;


 


(2)              
default for 30 days or more in the payment when due of interest on or with respect to the Notes;


 


(3)              
failure by the Issuer or any Guarantor for 60 days after receipt of written notice by the Trustee or the Holders
of not less than 25% in principal amount of the Notes issued under this Indenture to comply with any of its obligations, covenants
or agreements (other than a default referred to in clauses (1) and (2) above) in this Indenture or the Notes;


 


(4)              
default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced
any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by
the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether
such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:


 






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(a)               
such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity
(after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of
any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness
to become due prior to its stated maturity; and


 


(b)              
the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default
for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of
which has been so accelerated, aggregate $35.0 million or more at any one time outstanding;


 


(5)              
failure by the Issuer or any Significant Subsidiary (or group of Restricted Subsidiaries that taken together would
constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $35.0 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 has been commenced by any creditor upon such judgment or decree which is not
promptly stayed;


 


(6)              
the Issuer or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


 


(a)               
commences proceedings to be adjudicated bankrupt or insolvent;


 


(b)              
consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition
or answer or consent seeking reorganization or relief under applicable Bankruptcy law;


 


(c)               
consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official
of it or for all or substantially all of its property;


 


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


 


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


 


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


 


(a)               
is for relief against the Issuer or any Significant Subsidiary in a proceeding in which the Issuer or any such Significant
Subsidiary is to be adjudicated bankrupt or insolvent;


 






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(b)              
appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any Significant
Subsidiary, for all or substantially all of the property of the Issuer or any Significant Subsidiary; or


 


(c)               
orders the liquidation of the Issuer or any Significant Subsidiary;


 


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


 


(8)              
the Guarantee of any Significant Subsidiary (or group of Guarantors that taken together would constitute a Significant
Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of
such Guarantor, 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;
or


 


(9)              
(a) with respect to any Collateral having a fair market value in excess of $20.0 million, individually or in the
aggregate, (i) the security interest under any Security Document, at any time, ceases to be in full force and effect for any reason
other than in accordance with the terms of this Indenture, the Security Documents and the Intercreditor Agreement or (ii) any security
interest created thereunder or under this Indenture is declared invalid or unenforceable by a court of competent jurisdiction or
(b) the Issuer or any Guarantor asserts, in any pleading in any court of competent jurisdiction, that any security interest in
any Collateral is invalid or unenforceable.


 


(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)              
the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise
to such Event of Default; or


 


(3)              
the default that is the basis for such Event of Default has been cured.


 


		Section	6.02   
Acceleration.



 


If any Event
of Default (other than, with respect to the Issuer, 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 25% in principal amount of the then total
outstanding Notes may declare the principal, premium, if any, (without duplication) interest and any other monetary obligations
on all the then outstanding Notes to be due and payable immediately.


 






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Upon the effectiveness
of such declaration, such principal and interest shall be due and payable immediately. The Trustee may withhold from Holders notice
of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest on the Notes, if
it determines that withholding notice is in the interests of the Holders.


 


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 without further action or notice.


 


The Holders
of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all
of the Holders, rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and
if all existing Events of Default (except nonpayment of principal, interest, or premium that has become due solely because of the
acceleration) have been cured or waived and all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and other amounts due the Trustee under Section 7.07
hereof have been paid.


 


If an Event
of Default occurs and is continuing that results in an acceleration, the Trustee and Collateral Agent shall provide an Enforcement
Notice pursuant to the terms of the First Lien Intercreditor Agreement.


 


		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 under this Indenture and the Notes, 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 an Asset Sale Offer or 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.


 






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		Section	6.05   
Control by Majority.



 


Subject to
the terms of the Security Documents, Holders of a majority in principal amount of the outstanding Notes issued hereunder shall
have the right to direct the time, method and place of conducting any proceeding for exercising 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 notice that an Event of Default is continuing;


 


(2)              
Holders of at least 25% 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 against any loss, liability or expense satisfactory
to the Trustee;


 


(4)              
the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of such satisfactory
security or indemnity; and


 


(5)              
Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent
with such request within such 60-day period.


 


A Holder of
a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.


 


		Section	6.07   
Rights of Holders of Notes To Receive Payment.



 


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


 


		Section	6.08   
Collection Suit by Trustee.



 


If an Event
of Default specified in Section 6.01(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,
without duplication, interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest
and, without duplication, 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.


 






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		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.


 


		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 and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, the Collateral Agent and their 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 and the Collateral Agent
any amount due to them for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent
and their 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 or the Collateral Agent 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.


 






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		Section	6.13   
Priorities.



 


Subject to
the terms of the Security Documents and the Intercreditor Agreement with respect to any proceeds of Collateral, if the Trustee
collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:


 


(a)               
to the Trustee and the Collateral Agent and 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 and the Collateral
Agent and the costs and expenses of collection;


 


(b)              
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, without duplication, and interest, respectively; and


 


(c)               
to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.


 


The Trustee
may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.


 


		Section	6.14   
Undertaking for Costs.



 


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


 






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ARTICLE 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, the Notes, the Security Documents and the Intercreditor
Agreement and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(ii)              
(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.


 


(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
of any Holder of the Notes unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against
any loss, liability or expense.


 






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(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 the document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally
or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason
of such inquiry or investigation.


 


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


 


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


 


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


 


(e)               
Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the 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, 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.


 






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(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)                
[Reserved].


 


(k)              
The permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


(l)                
The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.


 


(m)            
The Issuer shall provide prompt written notice to the Trustee of any change to its fiscal year (it being expressly
understood that the failure to provide such notice to the Trustee shall not be deemed a Default or Event of Default under this
Indenture).


 


		Section	7.03   
Individual Rights of Trustee.



 


The Trustee
in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the 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.


 


		Section	7.05   
Notice of Defaults.



 


If a Default
occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default
within 90 days after it occurs or if known to the Trustee later than 90 days after it occurs, as soon as practicable. Except in
the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold
from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a
Default is received by the Trustee at the Corporate Trust Office of the Trustee.


 






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		Section	7.06   
[Reserved].



 


		Section	7.07   
Compensation and Indemnity.



 


The Issuer
and the Guarantors, jointly and severally, 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 and the Guarantors, jointly and severally,
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, professional advisors 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) 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 as determined by a court of competent jurisdiction in a final and non-appealable decision.


 


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.


 


Notwithstanding
anything to the contrary in Section 4.12 hereof, 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.


 






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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.


 






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		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.


 


		Section	7.11   
Preferential Collection of Claims Against Issuer.



 


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


 


		Section	7.12   
[Reserved].



 


		Section	7.13   
Authorization of Security Documents; Intercreditor Agreement.



 


By their acceptance
of the Notes, the Holders hereby authorize and direct the Trustee and Collateral Agent, as the case may be, to execute and deliver
the Security Documents, the Intercreditor Agreement and any other document purporting to create a security interest in favor of
the Trustee or the Collateral Agent, as applicable, for the benefit of the Holders of the Notes, including any Security Documents
executed after the Issue Date. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral
Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency
thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action
under pursuant to, the Security Documents, the Intercreditor Agreement or any other document purporting to create a security interest
in favor of the Trustee and/or the Collateral Agent for their benefit and the benefit of the Holders of the Notes, each shall have
all of the rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that
may be granted to it under the terms of such other agreement or agreements).


 


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 (including the Guarantees) and this Indenture on the date the conditions set forth below
are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors
shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees),
which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections
of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes, the Guarantees,
this Indenture and the Security Documents (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging the same) and to have caused the release of all Liens on the Collateral granted under the Security Documents,
except for the following provisions which shall survive until otherwise terminated or discharged hereunder:


 






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(a)               
the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and, without
duplication, interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred
to in Section 8.04 hereof;


 


(b)              
the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of the transfer
or exchange of Notes, replacement of 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 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.18, 4.20, 4.21, 4.22 and
4.25 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes
on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”),
and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.
In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, (x) Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(8)
and 6.01(a)(9) hereof shall not constitute Events of Default with respect to the Notes and (y) Sections 6.01(a)(1), 6.01(a)(2),
6.01(a)(6) and 6.01(a)(7) shall continue to constitute an Event of Default with respect to the Notes.


 






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		Section	8.04   
Conditions to Legal or Covenant Defeasance.



 


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


 


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


 


(1)              
the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash
in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally
recognized firm of independent public accountants (or, if two or more nationally recognized firms of independent public accountants
decline to issue such opinion as a matter of policy, in the opinion of the Issuer’s chief financial officer), to pay the
principal amount of, premium, if any, and (without duplication), interest due on the Notes on the stated maturity date or on the
Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuer must specify
whether such Notes are being defeased to maturity or to a particular Redemption Date;


 


(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 shall not recognize income, gain or loss for U.S. Federal income tax purposes, as a result of such Legal
Defeasance and shall be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such 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 shall not
recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and shall be subject
to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance
had not occurred;


 






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(4)              
no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of
Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;


 


(5)              
such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under any First Lien Obligations or any other material agreement or instrument (other than this Indenture) to which the Issuer
or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds
to be applied to make such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous
deposit relating to other Indebtedness and, in each case, 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 shall not be subject to the effect of
Section 547 of the Bankruptcy Law;


 


(7)              
the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made
by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others;
and


 


(8)              
the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion
of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.


 


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



 


Subject to
Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof
in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting
as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, and, without duplication, interest, but such money need not be segregated from other funds except to the
extent required by law.


 


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


 






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


 


		Section	8.06   
Repayment to Issuer.



 


Any money deposited
with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or, without
duplication, interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest
has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon
cease.


 


		Section	8.07   
Reinstatement.



 


If the Trustee
or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof,
as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer
makes any payment of principal of, premium, if any, or, without duplication, interest on any Note following the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money
held by the Trustee or Paying Agent.


 


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 its Guarantee or this Indenture), the Collateral Agent and the
Trustee may amend or supplement this Indenture, the Security Documents, the Intercreditor Agreement and any Guarantee or Notes
without the consent of any Holder:


 


(1)              
to cure any ambiguity, omission, mistake, defect or inconsistency;


 






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(2)              
to provide for uncertificated Notes 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 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 (x) under this Indenture of a successor Trustee hereunder
pursuant to the requirements hereof or (y) under the Security Documents of a successor Collateral Agent thereunder pursuant to
the requirements thereof;


 


(9)              
to make changes related to the transfer and legending of the Notes as permitted by this Indenture or applicable law;


 


(10)          
to add a Guarantor under this Indenture;


 


(11)          
[reserved];


 


(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;


 


(13)          
[reserved];


 


(14)          
to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit
of the other secured parties named therein or to confirm and evidence the release, termination or discharge of any Guarantee of
or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture and the Security Documents
or as required by the Intercreditor Agreement; or


 


(15)          
to modify the Security Documents and/or the Intercreditor Agreement to secure additional extensions of credit and
additional secured creditors holding First Lien Obligations or other Permitted Second Lien Obligations, so long as such First Lien
Obligations or other Permitted Second Lien Obligations are not prohibited by this Indenture, the [First Lien Indenture] OR
[First Lien Term Loan Agreement] or the Credit Agreement.


 






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Upon the request
of the Issuer accompanied by a Board Resolution 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 and the Collateral Agent 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 and
the Collateral Agent 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, the Collateral Agent and the
Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of
an Officers’ Certificate.


 


		Section	9.02   
With Consent of Holders of Notes.



 


Except as provided
below in this Section 9.02, the Issuer, the Collateral Agent and the Trustee may amend or supplement this Indenture, the Security
Documents, the Intercreditor Agreement, any related Guarantee and the Notes 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, any Notes beneficially owned by the Issuer’s Affiliates (including, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes) and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance
with any provision of this Indenture, the Security Documents, the Intercreditor Agreement, 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 purchase of or tender offer or exchange offer for,
Notes. Subject to the preceding sentence, 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 a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes
as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the
Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental indenture.


 


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


 






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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;


 


(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 3.09, Section 4.10 and 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 (without duplication) 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 a currency other than U.S. dollars;


 


(6)              
make any change in the provisions of this Indenture relating to the rights of Holders to receive payments of principal
of or premium, if any, or (without duplication) interest on the Notes including in connection with a defeasance or discharge;


 


(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 or otherwise modify the ranking of the Notes that would adversely affect the Holders; or


 


(10)          
except as expressly permitted by this Indenture, modify the Guarantee of any Guarantor in any manner adverse to the
Holders of the Notes.


 


In addition,
any amendment to, or waiver of, the provisions of this Indenture, any Security Document or the Intercreditor Agreement that has
the effect of releasing all or substantially all of the Collateral or modifies such documents insofar as such documents relates
to Collateral in a manner adverse to the Holders of the Notes in any material respect will require consent of the Holders of at
least 75% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for the Notes).


 






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No amendment
of, or supplement or waiver to, this Indenture, the Notes or the Security Documents (other than the Intercreditor Agreement) shall
be permitted to be effected which is in violation of or inconsistent with the terms of the Intercreditor Agreement. No amendment
of, or supplement to, the Intercreditor Agreement shall be permitted to be effected without the consent of the Collateral Agent,
the First Lien Collateral Agent and the collateral agent under the Credit Agreement.


 


Until the Discharge
of First Lien Obligations has occurred, the holders of the First Priority Liens (as defined in the Intercreditor Agreement) may
change, waive, modify or vary the security documents of such holders and, pursuant to the Intercreditor Agreement, such changes
will automatically apply to the Security Documents; provided that any such change, waiver, modification or variance that is prejudicial
to the rights of the Holders of the Notes and does not affect the holders of the First Priority Liens in a like or similar manner
shall not apply to the Security Documents without the consent of the Collateral Agent and the Trustee (acting at the direction
of the Holders of a majority of the aggregate principal amount of the Notes). Notice of such amendment, waiver or consent shall
be given to the Trustee by the Issuer, but any failure to provide such notice will not affect the validity or effectiveness of
any such amendment, waiver or consent.


 


		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. Subject to Section 9.02 hereof, 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 the 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
13.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding
obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel
shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.


 


ARTICLE 10

COLLATERAL AND SECURITY


 


		Section	10.01   
Collateral and Security Documents.



 


(a)               
The Issuer, the Guarantors, the Trustee and the Collateral Agent shall enter into one or more Security Documents.
The due and punctual payment of the principal of and interest on the Notes when and as the same shall be due and payable, whether
on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal
of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the secured parties under
this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder
or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations
(as defined in the Security Documents), subject to the terms of the Intercreditor Agreement.


 


(b)              
The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for
the benefit of the secured parties pursuant to the terms of the Security Documents and the Intercreditor Agreement.


 


(c)               
Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions
providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in
effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and
authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform
its obligations and exercise its rights thereunder in accordance therewith.


 






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(d)              
The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security
Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this
Section 10.01, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the
Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and
benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed.


 


(e)               
The Issuer shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the
filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents
to create and maintain, as security for the Obligations (as defined in the Security Documents) of the Issuer and the Guarantors
to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents,
a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor
Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the secured parties subject to no Liens
other than Permitted Liens.


 


		Section	10.02   
Recordings and Opinions.



 


(a)               
The Issuer shall not be required to comply with TIA § 314. The Issuer shall deliver to the Trustee and Collateral
Agent, within 30 calendar days following the end of each fiscal year, an Officers’ Certificate to the effect that all releases
and withdrawals during such fiscal year in respect of which the Issuer did not comply with TIA § 314(d) in reliance on this
Section 10.02(a) were made in the ordinary course of business and not prohibited by this Indenture. Notwithstanding anything to
the contrary in this paragraph, the Issuer will not be required to comply with all or any portion of TIA § 314(d) if the Issuer
determines, in good faith based on advice of counsel, that under the terms of TIA § 314(d) and/or any interpretation or guidance
as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or
any portion of TIA § 314(d) is inapplicable to the released Collateral.


 


(b)              
Any release of Collateral permitted by Section 10.03 hereof will be deemed not to impair the Liens under this Indenture
and the Security Documents in contravention thereof.


 


		Section	10.03   
Release of Collateral.



 


(a)               
Subject to Section 10.03(b) hereof, Collateral may be released from the Lien and security interest created by the
Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor
Agreement and this Indenture. The Issuer and the Guarantors will be entitled to a release of property and other assets included
in the Collateral from the Liens securing the Notes, and the Trustee (subject to its receipt of an Officers’ Certificate
and Opinion of Counsel as provided below) shall release, or instruct the Collateral Agent to release, as applicable, the same from
such Liens at the Issuer’s sole cost and expense, under one or more of the following circumstances:


 






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(1)              
upon the Discharge of First Lien Obligations and concurrent release of all other Liens on such property or assets
securing First Lien Obligations (including all commitments and letters of credit thereunder); provided, however,
that if the Issuer or any Guarantor subsequently incurs First Lien Obligations that are secured by Liens on property or assets
of the Issuer or any Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clauses
6(i) or 33(b) of the definition of “Permitted Liens,” then the Issuer and its Restricted Subsidiaries will be required
to reinstitute the security arrangements with respect to the Collateral in favor of the Notes, which, in the case of any such subsequent
First Lien Obligations, will be second priority Liens on the Collateral securing such First Lien Obligations to the same extent
provided by the Security Documents and on the terms and conditions of the security documents relating to such First Lien Obligations,
with the second priority Lien held either by the administrative agent, collateral agent or other representative for such First
Lien Obligations or by a collateral agent or other representative designated by the Issuer to hold the second priority Liens for
the benefit of the Holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral
agent substantially the same rights and powers as afforded under the Intercreditor Agreement;


 


(2)              
to enable the Issuer or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent
not prohibited under Section 4.10;


 


(3)              
to release Excess Proceeds to the Issuer that remain unexpended after the conclusion of an Asset Sale Offer conducted
in accordance with this Indenture and not required to be made part of the Collateral;


 


(4)              
in the case of a Guarantor that is released from its Guarantee with respect to the Notes, the release of the property
and assets of such Guarantor;


 


(5)              
pursuant to an amendment or waiver in accordance with Article 9 hereof; or


 


(6)              
if the Notes have been discharged or defeased pursuant to Article 8 or Article 12 hereof.


 


If an Event
of Default under the Indenture exists on the date of Discharge of First Lien Obligations, the second priority Liens on the Collateral
securing the Notes will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to
repay the First Lien Obligations secured by the Collateral, and thereafter the Collateral Agent (or another designated representative
acting at the direction of the Holders of a majority of outstanding principal amount of the Notes and other Permitted Second Lien
Obligations) will have the right to direct the Collateral Agent to foreclose upon the Collateral (but in such event, the Liens
on the Collateral securing the Notes will be released when such Event of Default and all other Events of Default under this Indenture
cease to exist but will be reinstituted upon any subsequent incurrence of First Lien Obligations to the extent provided in the
proviso to clause (a)(1) of this Section 10.03).


 






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(b)              
With respect to any release of Collateral, upon receipt of an Officers’ Certificate and an Opinion of Counsel
each stating that all conditions precedent under this Indenture and the Security Documents and the Intercreditor Agreement to such
release have been met and that it is proper for the Trustee or Collateral Agent to execute and deliver the documents requested
by the Issuer in connection with such release, and any necessary or proper instruments of termination, satisfaction or release
prepared by the Issuer, the Trustee shall, or shall cause the Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s
expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture
or the Security Documents or the Intercreditor Agreement. Neither the Trustee nor the Collateral Agent shall be liable for any
such release undertaken in reliance upon any such Officers’ Certificate or Opinion of Counsel, and the Trustee and the Collateral
Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument
of release, satisfaction or termination, unless and until (i) it receives such Officers’ Certificate and Opinion of Counsel
or (ii) the Intercreditor Agreement expressly provides for automatic release of Collateral under this Indenture with no further
action required by the Trustee or the Collateral Agent.


 


(c)               
To the extent that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced
with another rule or regulation, or any other law, rule or regulation is adopted, that would require) the filing with the SEC (or
any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s
Equity Interests secure the Notes, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of
the Collateral securing the Notes but only to the extent necessary to not be subject to such requirement and only for so long as
required to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent
of any Holder of such Notes, to the extent necessary to release the security interests in favor of the Collateral Agent on the
shares of Equity Interests of such Subsidiary that are so deemed to no longer constitute part of the Collateral, all at the written
request and certification by the Issuer, upon which the Trustee may conclusively rely. In the event that Rule 3-16 of Regulation
S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation,
or any other law, rule or regulation is adopted, that would permit) such Subsidiary’s Equity Interests to secure the Notes
in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements
of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral. In
such event, the Security Documents may be amended or modified, without the consent of any Holder of such Notes, to the extent necessary
to subject such Equity Interests to the Liens under the Security Documents.


 


		Section	10.04   
Suits To Protect the Collateral.



 


Subject to
the provisions of Article 7 hereof and the Security Documents and the Intercreditor Agreement, the Trustee, without the consent
of the Holders, on behalf of the Holders, may or may direct the Collateral Agent to take all actions it determines in order to:


 






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(a)               
enforce any of the terms of the Security Documents; and


 


(b)              
collect and receive any and all amounts payable in respect of the Obligations hereunder.


 


Subject to
the provisions of the Security Documents and the Intercreditor Agreement, the Trustee and the Collateral Agent shall have power
to institute and to maintain such suits and proceedings as the Trustee may determine to prevent any impairment of the Collateral
by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings
as the Trustee may determine to preserve or protect its interests and the interests of the Holders in the Collateral. Nothing in
this Section 10.04 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Collateral
Agent.


 


		Section	10.05   
Authorization of Receipt of Funds by the Trustee Under the Security Documents.



 


Subject to
the provisions of the Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed
under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this
Indenture.


 


		Section	10.06   
Purchaser Protected.



 


In no event
shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the
Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions
hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee;
nor shall any purchaser or other transferee of any property or rights permitted by this Article 10 to be sold be under any obligation
to ascertain or inquire into the authority of the Issuer or the applicable Guarantor to make any such sale or other transfer.


 


		Section	10.07   
Powers Exercisable by Receiver or Trustee.



 


In case the
Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 10 upon
the Issuer or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver
or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the
Issuer or a Guarantor or of any Officer or Officers thereof required by the provisions of this Article 10; and if the Trustee shall
be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.


 


		Section	10.08   
Release Upon Termination of the Issuer’s Obligations.



 


In the event
that the Issuer delivers to the Trustee (a) an Officers’ Certificate certifying that (i) payment in full of the principal
of, together with accrued and unpaid interest on, the Notes and all other Obligations (as defined in the Security Documents) under
this Indenture, the Notes, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal,
together with accrued and unpaid interest, are paid or (ii) the Issuer shall have exercised its Legal Defeasance option or its
Covenant Defeasance option, in each case in compliance with the provisions of Article 8 hereof, and (b) an Opinion of Counsel stating
that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee shall
deliver to the Issuer and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives
up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article
8 hereof) and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the
Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon
as is reasonably practicable.


 






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		Section	10.09   
Collateral Agent.



 


(a)               
The Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent
as its agent under this Indenture, the Security Documents and the Intercreditor Agreement and the Trustee and each of the Holders
by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions
of this Indenture, the Security Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as
are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement,
and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the same may be in effect or
may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral
Agent agrees to act as such on the express conditions contained in this Section 10.09. The provisions of this Section 10.09 are
solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any
rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 10.03
hereof. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the
Intercreditor Agreement and the Security Documents, and the exercise by the Collateral Agent of any rights or remedies set forth
herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere
in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial
and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set
forth herein and in the other documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed
to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor
Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of
the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely
as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting
parties.


 


(b)              
The Collateral Agent may perform any of its duties under this Indenture, the Security Documents or the Intercreditor
Agreement by or through receivers, agents, employees, attorneys-in-fact or through its Related Persons and shall be entitled to
advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected
in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be responsible for
the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long
as such selection was made in good faith.


 






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(c)               
None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for
its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable
decision) or under or in connection with any Security Document or the Intercreditor Agreement or the transactions contemplated
thereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final
and non-appealable decision), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement,
representation, warranty, covenant or agreement made by the Issuer or any Grantor or Affiliate of any Grantor, or any Officer or
Related Person thereof, contained in this Indenture, the Security Documents or the Intercreditor Agreement, or in any certificate,
report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection
with, this Indenture, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any Grantor or any
other party to this Indenture, the Security Documents or the Intercreditor Agreement to perform its obligations hereunder or thereunder.
None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder
to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture,
the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s
Affiliates.


 


(d)              
The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication,
document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed,
sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation,
counsel to the Issuer or any Grantor), independent accountants and other experts and advisors selected by the Collateral Agent.
The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document.
The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Security Documents
or the Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority
in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction
by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take
any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Indenture, the Security Documents or the Intercreditor Agreement in accordance with a request, direction, instruction or consent
of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any
action taken or failure to act pursuant thereto shall be binding upon all of the Holders.


 






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(e)               
The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or the Issuer
referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.”
The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee
in accordance with Article 6 hereof or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section
10.09).


 


(f)               
[Wilmington Trust, National Association] and its respective Affiliates may make loans to, issue letters of credit
for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting, or other business with any Grantor and its Affiliates as though it was not the Collateral Agent hereunder
and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, [Wilmington
Trust, National Association] or its respective Affiliates may receive information regarding any Grantor or its Affiliates (including
information that may be subject to confidentiality obligations in favor of any such Grantor or such Affiliate) and acknowledge
that the Collateral Agent shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing
herein shall impose or imply any obligation on the part of the [Wilmington Trust, National Association] to advance funds.


 


(g)              
The Collateral Agent may resign at any time by notice to the Trustee and the Issuer, such resignation to be effective
upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture,
the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective
date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after
consulting with the Trustee, subject to the consent of the Issuer (which shall not be unreasonably withheld and which shall not
be required during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is appointed
and consented to by the Issuer pursuant to the preceding sentence within 30 days after the intended effective date of resignation
(as stated in the notice of resignation) the Collateral Agent shall be entitled to petition a court of competent jurisdiction to
appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral
agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent”
shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral
Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 10.09
(and Section 7.07 hereof) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such
resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral
Agent under this Indenture.


 


(h)              
The Trustee shall initially act as Collateral Agent and shall be authorized to appoint co- Collateral Agents as necessary
in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreement,
neither the Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall
be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever
with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually
receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees
or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction in a final and non-appealable decision.


 






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(i)                
The Collateral Agent is authorized and directed to (i) enter into the Security Documents to which it is party, whether
executed on or after the Issue Date, (ii) enter into the Intercreditor Agreement, (iii) bind the Holders on the terms as set forth
in the Security Documents and the Intercreditor Agreement and (iv) perform and observe its obligations under the Security Documents
and the Intercreditor Agreement.


 


(j)                
The Trustee agrees that it shall not (and shall not be obliged to), and shall not instruct the Collateral Agent to,
unless specifically requested to do so by the Holders of a majority in aggregate principal amount of the Notes, take or cause to
be taken any action to enforce its rights under this Indenture, the Security Documents or the Intercreditor Agreement or against
any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any
security interest in, any of the Collateral.


 


If at any time
or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments
with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received
by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in
excess of the amount required to be paid to the Trustee pursuant to Article 7 hereof, the Trustee shall promptly turn the same
over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent
such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture, the Security Documents and the Intercreditor
Agreement.


 


(k)              
The Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest
in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee
obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Collateral Agent thereof and
promptly shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral
Agent’s instructions.


 


(l)                
The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the
Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Collateral
Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are
entitled to any particular priority, or to determine whether all or the Grantor’s property constituting collateral intended
to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered,
as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all
or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities,
and powers granted or available to the Collateral Agent pursuant to this Indenture, any Security Document or the Intercreditor
Agreement other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of
the Notes or as otherwise provided in the Security Documents, it being understood and agreed that in respect of the Collateral,
or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee
or any Holder as to any of the foregoing.


 






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(m)            
If the Issuer (i) incurs any obligations in respect of Secured Indebtedness at any time when no intercreditor agreement
is in effect or at any time when Indebtedness constituting Secured Indebtedness entitled to the benefit of an existing Intercreditor
Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting
the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor
Agreement) in favor of a designated agent or representative for the holders of the Secured Indebtedness so incurred, the Collateral
Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of
the Issuer, including legal fees and expenses of the Collateral Agent), bind the Holders on the terms set forth therein and perform
and observe its obligations thereunder.


 


(n)              
No provision of this Indenture, the Intercreditor Agreement or any Security Document shall require the Collateral
Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request
or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have received indemnity satisfactory to
the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto. Notwithstanding
anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the Collateral
Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession
of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect
or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined
that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or
such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an
amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all
such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably
deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient.


 


(o)              
The Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with
this Indenture, the Intercreditor Agreement and the Security Documents or instrument referred to herein or therein, except to the
extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted
from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as
the Collateral Agent may agree in writing with the Issuer (and money held in trust by the Collateral Agent need not be segregated
from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion
of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action
taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive
rights or powers to the Collateral Agent shall not be construed to impose duties to act.


 






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(p)              
Neither the Collateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from
acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics,
governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes
or other disasters. Neither the Collateral Agent nor the Trustee shall be liable for any indirect, special, punitive, incidental
or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood
thereof and regardless of the form of action.


 


(q)              
The Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by
the Issuer or any other Grantor under this Indenture, the Intercreditor Agreement and the Security Documents. The Collateral Agent
shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties
contained in this Indenture, the Intercreditor Agreement, the Security Documents or in any certificate, report, statement, or other
document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Intercreditor
Agreement or any Security Document; the execution, validity, genuineness, effectiveness or enforceability of the Intercreditor
Agreement and any Security Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency,
location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority
of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition,
results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform
its Obligations under this Indenture, the Intercreditor Agreement and the Security Documents. The Collateral Agent shall have no
obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the
observance or performance by any obligor of any terms of this Indenture, the Intercreditor Agreement and the Security Documents,
or the satisfaction of any conditions precedent contained in this Indenture, the Intercreditor Agreement and any Security Documents.
The Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture,
the Intercreditor Agreement and the Security Documents unless expressly set forth hereunder or thereunder. The Collateral Agent
shall have the right at any time to seek instructions from the Holders with respect to the administration of this Indenture, the
Intercreditor Agreement, the Security Documents or any certificate, report, statement, or other document referred to or provided
for therein.


 


(r)                
The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible
for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties,
fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited
to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring
costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as
a result of this Indenture, the Intercreditor Agreement, the Security Documents or any actions taken pursuant hereto or thereto.
Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture,
the Intercreditor Agreement and the Security Documents, the Collateral Agent may hold or obtain indicia of ownership primarily
to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent
shall not be construed as or otherwise constitute any participation in the management of such Collateral.


 






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(s)               
Upon the receipt by the Collateral Agent of a written request of the Issuer signed by two Officers (a “Security
Document Order”), the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into,
without the further consent of any Holder or the Trustee, any Security Document to be executed after the Issue Date. Such Security
Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document Order
referred to in, this Section 10.09(s), and (ii) instruct the Collateral Agent to execute and enter into such Security Document.
Any such execution of a Security Document shall be at the direction and expense of the Issuer, upon delivery to the Collateral
Agent of an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent to the execution and delivery
of the Security Document have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral
Agent to execute such Security Documents.


 


(t)                
Subject to the provisions of the applicable Security Documents and the Intercreditor Agreement, each Holder, by acceptance
of the Notes, agrees that the Collateral Agent shall execute and deliver the Intercreditor Agreement and the Security Documents
to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof.
For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or
the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without
the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee,
as applicable.


 


(u)              
After the occurrence of an Event of Default, the Trustee may direct the Collateral Agent in connection with any action
required or permitted by this Indenture, the Security Documents or the Intercreditor Agreement.


 


(v)              
The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed
under the Security Documents or the Intercreditor Agreement and to the extent not prohibited under the Intercreditor Agreement,
for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with
the provisions of Section 6.10 hereof and the other provisions of this Indenture.


 


(w)            
In each case that Collateral Agent may or is required hereunder or under any other Security Document or the Intercreditor
Agreement to take any action (an “Action”), including without limitation to make any determination, to give
consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under the Security
Documents or the Intercreditor Agreement, the Collateral Agent may seek direction from the Holders of a majority in aggregate principal
amount of the then outstanding Notes. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be
taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding
Notes. If the Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then
outstanding Notes with respect to any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until
the Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding
Notes, and the Collateral Agent shall not incur liability to any Person by reason of so refraining.


 






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(x)              
Notwithstanding anything to the contrary in this Indenture, the Security Documents or the Intercreditor Agreement,
in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing,
registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture,
the Security Documents or the Intercreditor Agreement (including without limitation the filing or continuation of any UCC financing
or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral
Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents or the security
interests or Liens intended to be created thereby.


 


(y)              
Before the Collateral Agent acts or refrains from acting in each case at the request or direction of the Issuer or
the Guarantors, it may require an Officers’ Certificate and an Opinion of Counsel, which shall conform to the provisions
of Section 13.05 hereof. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance
on such certificate or opinion.


 


(z)               
Notwithstanding anything to the contrary contained herein, the Collateral Agent shall act pursuant to the instructions
of the secured parties solely with respect to the Security Documents and the Collateral.


 


		Section	10.10   
Designations.



 


Except as provided
in the next sentence, for purposes of the provisions hereof and the Intercreditor Agreement requiring the Issuer to designate Indebtedness
for the purposes of the terms “First Priority Obligations,” “Revolving Credit Obligations,” “First
Lien Note Obligations”, “Second Priority Obligations” or any other such designations hereunder or under the Intercreditor
Agreement, any such designation shall be sufficient if the relevant designation is set forth in writing, signed on behalf of the
Issuer by an Officer and delivered to the Trustee, the Collateral Agent, the First Lien Trustee, the collateral agent under the
First Lien Notes and the collateral agent under the Credit Agreement. For all purposes of the Intercreditor Agreement, the Issuer
hereby designates the Obligations pursuant to the Credit Agreement and [First Lien Notes] OR [First Lien Term Loans]
as “First Priority Obligations.”


 






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ARTICLE 11

GUARANTEES


 


		Section	11.01   
Guarantee.



 


Subject to
this Article 11, each of the Guarantors hereby, jointly and severally, fully and 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, premium, if any, on the Notes shall be promptly paid in full when due, whether, 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 or the Collateral Agent hereunder or thereunder shall be promptly paid in full or performed, all
in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 


The Guarantors
hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of 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 11.01.


 


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.


 






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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 senior secured 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.


 


Notwithstanding
anything to the contrary, any direct or indirect parent company of the Issuer may guarantee the Notes and become a Guarantor hereunder.


 


		Section	11.02   
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
11, 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.


 






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		Section	11.03   
Execution and Delivery.



 


To evidence
its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in
the form attached hereto as Exhibit E shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents
or one of its Assistant Vice Presidents and that this Indenture shall be executed on behalf of such Guarantor by its President,
one of its Vice Presidents or one of its Assistant Vice Presidents.


 


Each Guarantor
hereby agrees that its Guarantee set forth in Section 11.01 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 or any supplemental indenture with respect hereto 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 11, to the extent applicable.


 


		Section	11.04   
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 11.01 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	11.05   
Benefits Acknowledged.



 


Each Guarantor
acknowledges that it shall 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	11.06   
Release of Guarantees.



 


A Guarantee
by a Guarantor shall be automatically and unconditionally released and discharged upon:


 


(a)               
any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (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 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 of all First Lien Obligations or such other guarantee
that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;


 


(c)               
the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance
with the applicable provisions of this Indenture; or


 


(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 Article 12 hereof.


 


ARTICLE 12

SATISFACTION AND DISCHARGE


 


		Section	12.01   
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


 


(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 shall irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities,
or a combination thereof, in such amounts as shall 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 amount,
premium, if any, and (without duplication) accrued interest to the date of maturity or redemption, as the case may be;


 






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(B)             
no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and
simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) 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 shall not result in a breach or violation of, or constitute a default under any First Lien Obligations
or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by
which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and
any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);


 


(C)             
the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and


 


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


 


In addition,
the Issuer must deliver an Officers’ 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 12.01, the provisions of Section 12.02 and Section 8.06 hereof shall survive.


 


		Section	12.02   
Application of Trust Money.



 


Subject to
the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 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) or 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 12.01 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 12.01 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 13

MISCELLANEOUS


 


		Section	13.01   
[Reserved].





 


		Section	13.02   
Notices.





 


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


 


If to the Issuer
and/or any Guarantor:


 


c/o American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention: General Counsel


 


If to the Trustee
or Collateral Agent:


 


[Wilmington Trust, National
Association, as Trustee and Collateral Agent:


50 South Sixth Street,
Suite 1290


Minneapolis, MN 55402-1544


Fax No.: (612) 217-5651


Attention:
Corporate Client Services]


 


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


 


All notices
and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when
receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective
upon actual receipt thereof.


 


Any notice
or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication
shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture
Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.


 






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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 Paying Agent at the same time.


 


		Section	13.03   
[Reserved].





 


		Section	13.04   
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 or the Notes, the
Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:


 


(a)               
An Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include
the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants,
if any, provided for in this Indenture or the Notes, 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 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have
been satisfied.


 


		Section	13.05   
Statements Required in Certificate or Opinion.





 


Each certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the Notes (other than a certificate
provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture
Act Section 314(e) and shall include:


 


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


 


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


 


(c)               
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the
case of an Opinion of Counsel, may be limited to reliance on an Officers’ 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	13.06   
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	13.07   
No Personal Liability of Directors, Officers, Employees and Stockholders.





 


No director,
officer, employee, incorporator or stockholder, member or limited partner 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, the Security
Documents, the Intercreditor Agreement 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	13.08   
Governing Law.





 


THIS INDENTURE,
THE NOTES AND ANY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


		Section	13.09   
Waiver of Jury Trial.





 


EACH OF THE
ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


		Section	13.10   
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	13.11   
No Adverse Interpretation of Other Agreements.





 


This Indenture
may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 






    	147



    	 



    

 


		Section	13.12   
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 11.06 hereof.


 


		Section	13.13   
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	13.14   
Counterpart Originals.





 


The parties
may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement.


 


		Section	13.15   
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	13.16   
Qualification of Indenture.





 


The Issuer
and the Guarantors are not be required to qualify this Indenture under the Trust Indenture Act.


 


		Section	13.17   
Direction by Holders to Enter into Security Documents and the Intercreditor Agreement.





 


By accepting
a Note, each Holder is deemed to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into
the Security Documents and the Intercreditor Agreement.


 


[Signatures
on following page]


 






    	148



    	 



    

 


AMERICAN MEDIA, INC.


 


 


 


By: ________________________


Name:Christopher
V. Polimeni


 Title: Executive Vice President and Chief Financial Officer and Treasurer




 


 


[AMI CELEBRITY PUBLICATIONS,
LLC


AMI DIGITAL, INC.

AMI PAPER, INC.


COUNTRY MUSIC MEDIA GROUP,
INC.


IN STORE SERVICES INC.


ODYSSEY
MAGAZINE PUBLISHING GROUP, INC.


WEIDER PUBLICATIONS,
LLC]26


 


 


By: ________________________


Name:Christopher
V. Polimeni


 Title: Executive Vice President and Chief Financial Officer and Treasurer


 


 







	 	 	 	 



 


26 Guarantors to be the
same as those guarantors with respect to the Existing Second Lien PIK Notes immediately prior to the Issue Date.



 


Signature
Page to Indenture


 






    	 



    	 



    

 


 


 


[WILMINGTON TRUST, NATIONAL
ASSOCIATION,]


as Trustee and Collateral
Agent


 


 


By: _______________________________________


Name:


 Title:


 


[Signature Page to Indenture]


 






    	 



    	 



    

 




EXHIBIT
A


 


[Face
of Note]


 


[Insert the
Global Note Legend, if applicable pursuant to the provisions of the Indenture]


 


[Insert the
Private Placement Legend, if applicable pursuant to the provisions of the Indenture]


 


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


 


[Insert the
OID Legend, if applicable pursuant to the provisions of the Indenture]


 






    	A-1



    	 



    





CUSIP [ ]27


ISIN [ ]


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


 


[__]% Second
Lien Senior Secured Notes due 20[__]


 


No.  [$ ]


 


AMERICAN
MEDIA, INC.


 


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 or Increase/Decrease
in the Principal Amount of the Global Note attached hereto] [of United States Dollars] on [_________], 20[__].28


 


Interest Payment Dates: [__________]
and [__________]29


 


Record Dates: [__________] and
[__________]30


 





 


	 	 	 	 






 


27 Rule 144A Note
CUSIP: [___]

Rule 144A Note ISIN: [___]





Regulation S Note CUSIP: [___]





Regulation S Note ISIN: [___]





IAI Note CUSIP: [___]





IAI Note ISIN: [___]





 


 


28 See footnote 2.


 


29 Same dates as in footnote
8.


 


30 Same dates as in footnote
10.



 






    	A-2



    	 



    

 


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


 





	 	American Media, inc.
	 	 
	 	By: 	/s/ 
	 	 	Name:
Title:



 


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


 


Dated: [ ]





 


	 	WILMINGTON TRUST, NATIONAL
ASSOCIATION,
	 	as Trustee
	 	 
	 	By: 	/s/ 
	 	 	Authorized Signatory
	 	 	Title:



 






    	A-3



    	 



    

 


 


[Back of
Note]


 


[__]% Second
Lien Senior Secured Notes due 20[__]


 


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


 


1. INTEREST.
The references in this Note to the “Issuer” refers only to American Media, Inc., a Delaware corporation. The
Issuer promises to pay interest on the principal amount of this Note until maturity at a rate of [__]% per annum[; provided
that in each Interest Period such interest shall be paid as follows: (i) with respect to 13.5% per annum, such interest shall
be paid in cash and (ii) with respect to [__]% per annum, such interest shall be paid in PIK Interest]31. Interest
on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the
issue date of the Notes. The Issuer shall pay interest, semi-annually in arrears on [__________] and [__________]32
of each year, commencing on [__________], 201[__], or if any such day is not a Business Day, on the next succeeding Business Day.
[PIK Interest shall be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or
held by, The Depository Trust Company (“DTC”) or its nominee on the relevant Record Date, by increasing the principal
amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded
up to the nearest $1.00) and (y) with respect to Notes represented by Definitive Notes, by issuing PIK Notes in certificated form
in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole
dollar), and the Trustee will, upon receipt of an Authentication Order, authenticate and deliver such PIK Notes in certificated
form for original issuance to the Holders on the relevant Record Date, as shown by the Note Register. Following an increase in
the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such
increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated
as of the applicable Interest Payment Date and will bear interest from and after such date until maturity. All Notes issued pursuant
to a PIK Payment will mature on [__________], 20[__]33 and will be governed by, and subject to the terms, provisions
and conditions of, the Indenture and shall have the same rights and benefits as the Initial Notes. Any certificated PIK Notes
will be issues with the description “PIK” on the face of such PIK Note.]34


 


The Issuer
will pay interest on overdue principal and premium, if any, from time to time on demand at the interest rate of the Notes; it shall
pay interest on overdue installments of interest, if any from time to time on demand at the interest rate of the Notes. Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


 





	 	 	 	 



 


31 See footnotes 1 and
3.


 


32 Same dates as in footnote
8.


 


33 Same date as in footnote
2.


 


34 See footnote 3.



 






    	A-4



    	 



    

 


2. METHOD
OF PAYMENT. The Issuer shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business
on the [__________] and [__________]35 (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 cash interest may be made by check mailed to the
Holders at their addresses set forth in the Register of the Holders, provided that [all payments of principal, premium,
if any, and interest on this Notes will be made by wire transfer of immediately available funds to the accounts specified by the
Holder or Holders thereof]36 [all payments of principal, premium, if any, and interest on, this Note will be made by
wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment
by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion)].37
Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.


 


3. PAYING
AGENT AND REGISTRAR. Initially, [Wilmington Trust, National Association], the Trustee under the Indenture, shall 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 [__________], 20[__] (as amended, modified or supplemented from time
to time, the “Indenture”), among American Media, Inc., the Guarantors named therein, the Trustee and the Collateral
Agent. This Note is one of a duly authorized issue of notes of the Issuer designated as its [__]% Second Lien Senior Secured Notes
due 20[__]. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01, [2.15,]38 4.09 and 4.12
of 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)At
any time and from time to time prior to[__________], 20[__],39 the Issuer may redeem up to 35% of the original principal
amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or
more Equity Offerings at a redemption price of [_____]%40 of the principal amount thereof plus accrued and unpaid interest,
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); provided that


 


 





	 	 	 	 



 


35 Same dates as footnote
10.


 


36 Applicable if
this Note is represented by a Global Note registered in the name of or held by DTC or its nominee on the relevant record date.


 


37 Applicable if
this Note is represented by a Definitive Note.


 


38 See Footnote 3.


 


39 Date to be the same
as Section 3.07(a).


 


40 Percentage to be the
same as Section 3.07(a).



 






    	A-5



    	 



    

 


(1)at least
65% of the original principal amount of the Notes remains outstanding after each such redemption; and


 


(2)the
redemption occurs within 90 days after the closing of such Equity Offering.


 


(b)At
any time prior to [__________], 20[__]41 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 the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest
thereon, 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
or after[__________], 20[__],42 the Issuer may redeem the Notes, in whole or in part, upon notice as described in Section
3.03 of the Indenture, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed)
set forth below plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of
record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month
period beginning on December 15 of each of the years indicated below:


 


	Year	 	Percentage	 
	[20[__]	 	 	[_____]	%]
	20[__]	 	 	[_____]	%
	20[__]	 	 	[_____]	%
	20[__] and thereafter	 	 	100.000	%43



 


(d)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.MANDATORY
REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. However,
the Issuer may be required to offer to purchase the Notes pursuant to Sections 4.10 and 4.14 of the Indenture. The Issuer may at
any time and from time to time purchase Notes in the open market or otherwise.


 


7.NOTICE
OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption shall 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 13 of the Indenture) to each Holder whose Notes
are to be redeemed at its registered address. Notes shall be redeemed in minimum denominations of $1.00 and integral multiples
of $1.00 in excess thereof; no Notes of $1.00 or less may be redeemed in part 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.


 


 





	 	 	 	 



  


41 Date to be the same
as in Section 3.07(a).


 


42 Date to be the same
as in Section 3.07(a).


 


43 Schedule to be the same
as in Section 3.07(d).



 






    	A-6



    	 



    

 


8.OFFERS
TO REPURCHASE.


 


(a)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 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.


 


(b)Upon
the occurrence of Asset Sales, the Issuer may be obligated pursuant to Section 4.10 of the Indenture to make offers to purchase
Notes and redeem other Permitted Second Lien Obligations of the Issuer with a portion of the Net Proceeds of such Asset Sales at
a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.


 


9.DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are issued initially in registered form without coupons in minimum denominations of $1.00 and integral
multiples of $1.00 in excess thereof. 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.


 


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


 


11.AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture, the Security Documents, the Intercreditor Agreement, the Guarantees or the Notes may be amended
or supplemented as provided in the Indenture.


 


12.DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare
the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency,
all outstanding Notes shall 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, without duplication, interest) if it determines that withholding notice is in their interest. The Holders of a majority
in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal
of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days
after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is
taking or proposes to take with respect thereto.


 






    	A-7



    	 



    

 


13.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.


 


14.[Reserved.]


 


15.GOVERNING
LAW. THE INDENTURE, THIS NOTE AND ANY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.


 


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
shall 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:


 


American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention:
General Counsel


 






    	A-8



    	 



    

 


ASSIGNMENT
FORM


 


To assign this
Note, fill in the form below:


 


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







(Insert assignee’s
legal name)


	 






(Insert
assignee’s Soc. Sec. or tax I.D. no.)





	 
	 
	 
	 









(Print or
type assignee’s name, address and zip code)






	and irrevocably appoint	:




to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 


 


Date: _______________________________


Your Signature:_____________________________


(Sign exactly as
your name appears

on the face of this Note)


 


Signature Guarantee*: ________________________________


 


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



 






    	A-9



    	 



    

 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want
to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:


 


[  ]
Section 4.10[  ] Section 4.14


 


If you want
to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased:


 


$________________


 


Date: ___________________


Your Signature: _____________________________________


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


 


 


 


Tax Identification
No.: ________________________________


 


Signature Guarantee*: _________________________________


 


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



 






    	A-10



    	 



    

 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE OR INCREASE/DECREASE IN THE PRINCIPAL AMOUNT OF 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 or increase/decrease in the principal amount of this Global Note, have been made:


 


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

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


 


 


_______________


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


 






    	A-11



    	 



    

 


EXHIBIT B


 


FORM OF CERTIFICATE
OF TRANSFER


 


American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention: General Counsel


 


[Wilmington Trust, National Association,
as Trustee and Registrar


50 South Sixth Street, Suite
1290


Minneapolis, MN 55402-1544


Fax No.: (612) 217-5651


Attention: Corporate Client Services]


 


Re: [__]% Second
Lien Senior Secured Notes due 20[__]


 


Reference is
hereby made to the Indenture, dated as of [__________], 20[__] (the “Indenture”), among American Media, Inc.,
the Guarantors named therein, the Collateral Agent 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 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as
amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities
laws of any state of the United States.


 


2.[ ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 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. Upon consummation of the proposed transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note shall be subject to the restrictions on Transfer enumerated in the Indenture
and the Securities Act.


 






    	B-1



    	 



    

 


3.[ ]
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OR A RESTRICTED DEFINITIVE
NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States,
and accordingly the Transferor hereby further certifies that (check one):


 


(a)[ ]
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


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


 


or


 


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


 


or


 


(d)[ ]
such Transfer is being effect to an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or (7)
under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements,
in the form which is attached to the Indenture.


 


4.[ ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE
NOTE.


 


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


 






    	B-2



    	 



    

 


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


 


(c)[ ]
CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note shall 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-3



    	 



    

 


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


 





	 	[Insert Name of Transferor]
	 	 
	 	By: 	/s/ 
	 	 	Name:
Title:



 


Date: ________________________





 






    	B-4



    	 



    

 






ANNEX A TO
CERTIFICATE OF TRANSFER


 


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


 


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


 


		(a)	[ ] a beneficial interest in the:



 


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


 


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


 


(iii)[ ]
IAI Global Note (CUSIP _________), or


 


		(b)	[ ] a Restricted Definitive Note.



 


2.After
the Transfer the Transferee shall hold:


 


[CHECK ONE]


 


		(a)	[ ] a beneficial interest in the:



 


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


 


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


 


(iii)[ ]
IAI Global Note (CUSIP __________), or


 


(iv)[ ]
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-5



    	 



    

 


EXHIBIT C


 


FORM OF CERTIFICATE
OF EXCHANGE


 


American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention: General Counsel


 


[Wilmington Trust, National Association,
as Trustee and Registrar


50 South Sixth Street, Suite
1290


Minneapolis, MN 55402-1544


Fax No.: (612) 217-5651


Attention: Corporate Client Services]


 


Re: [__]% Second
Lien Senior Secured Notes due 20[__]


 


Reference is
hereby made to the Indenture, dated as of [__________], 20[__] (the “Indenture”), among American Media, Inc.,
the Guarantors named therein, the Collateral Agent 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”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global
Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


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


 






    	C-1



    	 



    

 


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


 


d)[ ]
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,
(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 shall 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.


 






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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 [  ] IAI Global Note, with an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued shall
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: 	/s/ 
	 	 	Name:
Title:



 


Date: ________________________





 






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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 [GUARANTOR] (the “Guaranteeing Subsidiary”), AMERICAN MEDIA, INC., a Delaware corporation (the “Issuer”)
and [WILMINGTON TRUST, NATIONAL ASSOCIATION], as trustee and collateral agent under the indenture referred to below (collectively
in such capacities, the “Trustee”).


 


W I T N E
S S E T H:


 


WHEREAS, the
Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of [__________],
20[__], providing for the initial issuance of $[__________] in aggregate principal amount of [__]% Second Lien Senior Secured Notes
due 20[__] (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)The
Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject
to all of the obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary agrees to be bound by
all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor
under the Indenture.


 


(b)The
Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably
Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article 11 of the Indenture on a senior basis.


 






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(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)Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK


 


(5)Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


(6)Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


(7)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.


 






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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: 	/s/ 
	 	 	Name:
Title:



 





 


	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
	 	 
	 	By: 	/s/ 
	 	 	Name:
Title:






 


Acknowledged by:


 


AMERICAN MEDIA, INC.


 


	By: 	/s/ 	 
	 	Name:
Title:	 




 






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EXHIBIT E


 


FORM OF CERTIFICATE
FROM

ACQUIRING ACCREDITED INVESTOR


 


American Media, Inc.


4 New York Plaza


New York, New York 10004


Fax No.: (212) 743-6590


Attention: General Counsel


 


[Wilmington Trust, National Association,
as Trustee and Registrar


50 South Sixth Street, Suite
1290


Minneapolis, MN 55402-1544


Fax No.: (612) 217-5651


Attention: Corporate Client Services]


 


Re: [__]% Second
Lien Senior Secured Notes due 20[__]


 


Reference is
hereby made to the Indenture, dated as of [__________], 20[__] (the “Indenture”), among American Media, Inc.,
a Delaware corporation (the “Company”), the Guarantors named therein and [Wilmington Trust, National Association],
as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


In connection
with our proposed purchase of $______________ in aggregate principal amount of:


 


(i)[_]
a beneficial interest in a Global Note, or


 


(ii)[_]
a Definitive Note,


 


we confirm that:


 


1.We understand
that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in
the Indenture, and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest
therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the
“Securities Act”).


 


2.We understand
that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (a)
to the Company (b) so long as the Notes are eligible for resale pursuant to Rule 144A under the Securities Act to a person whom
we reasonably believe is a qualified institutional buyer within the meaning of Rule 144A purchasing for its own account or for
the account of a qualified institutional buyer, in each case, to whom notice is given that the offer, resale, pledge or other transfer
is being made in reliance on Rule 144A, (c) to non-U.S. persons in offshore transactions in accordance with Rule 904 of Regulation
S under the Securities Act, (d) pursuant to Rule 144 under the Securities Act, (e) pursuant to an effective registration statement
under the Securities Act or (f) in any other transaction that does not require registration under the Securities Act, and we further
agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of any of clauses (a) through (f) of this paragraph a notice advising such purchaser that resales thereof
are restricted as stated herein.


 






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3.We understand
that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company
such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed
sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing
effect.


 


4.We are
an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our
or its investment.


 


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


 


6.We are
acquiring a minimum principal amount of $250,000 of the Notes for investment purposes and not with a view to or for offer or sale
in connection with any distribution in violation of the Securities Act.


 


You and the
Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


 


	 	[Insert Name of Transferor]
	 	 
	 	By: 	/s/
	 	 	Name:
Title:



 


 


Dated: _________________________


 






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EXHIBIT G


 


FORM OF NOTATION
OF GUARANTEE


 


For value received, each Guarantor
(which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, dated as of [__________], 20[__] (the “Indenture”),
among American Media, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto and [Wilmington
Trust, National Association], as trustee (the “Trustee”), (a) the due and punctual payment of the principal
of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture
are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the
Trustee attorney-in-fact of such Holder for all purposes.


 


Capitalized terms used but
not defined herein have the meanings given to them in the Indenture.


 





	 	[Name of Guarantor(s)]
	 	 
	 	By: 	/s/ 
	 	 	Name:
Title:



 






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EXHIBIT H


 


DEEMED REPRESENTATIONS
AND WARRANTIES


 


No Brokers. No broker, investment
banker, finder or other person has been retained by or authorized to act on behalf of the Holder in connection with the transactions
contemplated in the Optional Second Lien Note Exchange and the New Second Lien Cash Pay Indenture, and no commission or other remuneration
has been paid or given directly or indirectly by or on behalf of such Holder in connection therewith. Such Holder will acquire
the New Second Lien Cash Pay Notes as principal in the ordinary course of its business for investment purposes only and not with
a view to any distribution thereof within the meaning of the Securities Act and is acting as principal for its own account in connection
with the Optional Second Lien Note Exchange.


 


No Registration. Such Holder
acknowledges that the New Second Lien Cash Pay Notes have not been and will not be registered under the Securities Act and may
not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Rule 902(k)
of Regulation S under the Securities Act), except pursuant to an exemption from (other than pursuant to Rule 144A under the Securities
Act (“Rule 144A”)), or in a transaction not subject to, the registration requirements of the Securities Act. The New
Second Lien Cash Pay Notes will contain a restrictive legend as set forth in the form of note attached to the Indenture.


 


Qualified Institutional Buyer; Investment
Purposes. Such Holder is a “qualified institutional buyer” (as defined in Rule 144A) and such Holder is acquiring
the New Second Lien Cash Pay Notes for its own account or for one or more separate accounts maintained by such Holder and not with
a view to the distribution thereof within the meaning of the Securities Act.


 


Information. Such Holder has
sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated by the Optional
Second Lien Note Exchange and the New Second Lien Cash Pay Indenture and has received such information as it deems necessary in
order to make an investment decision with respect to the transactions contemplated thereby and has had the opportunity to ask questions
of and receive answers from the Issuer and its officers, directors and Affiliates and to obtain such additional information as
such Holder deems necessary to verify the accuracy of the information furnished to such Holder.


 


Tax Matters. Such Holder has
furnished to the Issuer an accurate and properly executed IRS Form W-9 or applicable IRS Form W-8 (together with any required attachments).


 






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EXHIBIT I


 


RECORD OF FIRST
LIEN NOTE REPURCHASES


 


[April1/October2
15, 20__]


 


Amount of Cash
Interest to be Applied for Period: $[] 3


 


[Calculation of
Cash Interest Savings for the Immediately Preceding Semi-annual Interest Payment Period]


 


	Dates of First Lien Note
    Repurchases4	Aggregate Principal Amounts	Aggregate Purchase Prices	Method of Repurchase	Amount of Cash Interest Remaining to be Applied following such Repurchases
	 	 	 	Open Market	 
	 	 	 	Company Notice to Omega Holder	 
	 	 	 	Company Notice to Chatham Holder	 
	 	 	 	Other	 


 


 


	 	 	 	 






 


1 Repurchases made during
the preceding December 15 through April 14 period.


 


2 Repurchases made during
the preceding June 15 through October 14 period.


 


3 Insert amount of Cash
Interest Savings with respect to the applicable semi-annual interest period: the applicable semi-annual interest payment period
for an April 15th certification shall be the preceding June 15 through December 14, and the applicable calculation
period for an October 15th certification shall be the preceding December 15 through June 14.


 


4 Repurchases are to have
been consummated no later than 75 days after the applicable semi-annual interest payment period; provided that, under conditions
set forth in the Exchange Agreement, repurchases may be consummated no later than 120 days after the applicable semi-annual interest
payment period (subject to the terms and conditions of the Exchange Agreement).


 






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