Exhibit 4.1


 


 






 


INDENTURE


 


Dated as of October 27, 2016


 


Among


 


LG FINANCECO CORP.


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Trustee


 


5.875% SENIOR NOTES DUE 2024


 


 






 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	38
	Section 1.03	Rules of Construction	40
	Section 1.04	[reserved]	40
	Section 1.05	Acts of Holders	41
	 	 	 
	Article 2 THE NOTES	43
	 	 	 
	Section 2.01	Form and Dating; Terms	43
	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	45
	Section 2.06	Transfer and Exchange	45
	Section 2.07	Replacement Notes	46
	Section 2.08	Outstanding Notes	46
	Section 2.09	Treasury Notes	47
	Section 2.10	Temporary Notes	47
	Section 2.11	Cancellation	47
	Section 2.12	Defaulted Interest	47
	Section 2.13	CUSIP and ISIN Numbers	48
	 	 	 
	Article 3 REDEMPTION	48
	 	 	 
	Section 3.01	Notices to Trustee	48
	Section 3.02	Selection of Notes to Be Redeemed or Purchased	48
	Section 3.03	Notice of Redemption	49
	Section 3.04	Effect of Notice of Redemption	50
	Section 3.05	Deposit of Redemption or Purchase Price	50
	Section 3.06	Notes Redeemed or Purchased in Part	51
	Section 3.07	Optional Redemption	51
	Section 3.08	Special Mandatory Redemption	53
	Section 3.09	Offers to Repurchase by Application of Excess Proceeds	54
	 	 	 
	Article 4 COVENANTS	56
	 	 	 
	Section 4.01	Payment of Notes; Additional Amounts	56
	Section 4.02	Maintenance of Office or Agency	58
	Section 4.03	Reports and Other Information	58
	Section 4.04	Compliance Certificate	60


 




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	Section 4.05	[reserved]	60
	Section 4.06	Stay, Extension and Usury Laws	60
	Section 4.07	Limitation on Restricted Payments	60
	Section 4.08	Limitation on Restrictions on Distribution from Restricted Subsidiaries	65
	Section 4.09	Limitation on Indebtedness	67
	Section 4.10	Sales of Assets	72
	Section 4.11	Limitation on Affiliate Transactions	75
	Section 4.12	Limitation on Liens	77
	Section 4.13	Corporate Existence	77
	Section 4.14	Offer to Repurchase Upon Change of Control	78
	Section 4.15	Future Guarantees	80
	Section 4.16	Effectiveness of Covenants	81
	Section 4.17	Limitation on Lines of Business	82
	Section 4.18	Activities Prior to the Release	82
	 	 	 
	Article 5 SUCCESSORS	83
	 	 	 
	Section 5.01	Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets	83
	Section 5.02	Successor Entity Substituted	85
	 	 	 
	Article 6 DEFAULTS AND REMEDIES	85
	 	 	 
	Section 6.01	Events of Default	85
	Section 6.02	Acceleration	88
	Section 6.03	Other Remedies	89
	Section 6.04	Waiver of Past Defaults	89
	Section 6.05	Control by Majority	89
	Section 6.06	Limitation on Suits	89
	Section 6.07	Rights of Holders to Receive Payment	90
	Section 6.08	Collection Suit by Trustee	90
	Section 6.09	Restoration of Rights and Remedies	90
	Section 6.10	Rights and Remedies Cumulative	90
	Section 6.11	Delay or Omission Not Waiver	91
	Section 6.12	Trustee May File Proofs of Claim	91
	Section 6.13	Priorities	91
	Section 6.14	Undertaking for Costs	92
	 	 	 
	Article 7 TRUSTEE	92
	 	 	 
	Section 7.01	Duties of Trustee	92
	Section 7.02	Rights of Trustee	93
	Section 7.03	Individual Rights of Trustee	94
	Section 7.04	Trustee’s Disclaimer	94
	Section 7.05	Notice of Defaults	95
	Section 7.06	[reserved]	95
	Section 7.07	Compensation and Indemnity	95


 




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	Section 7.08	Replacement of Trustee	96
	Section 7.09	Successor Trustee by Merger, etc.	97
	Section 7.10	Eligibility; Disqualification	97
	Section 7.11	[reserved]	97
	Section 7.12	Quebec Power of Attorney	97
	 	 	 
	Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE	98
	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	98
	Section 8.02	Legal Defeasance and Discharge	98
	Section 8.03	Covenant Defeasance	98
	Section 8.04	Conditions to Legal or Covenant Defeasance	99
	Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	100
	Section 8.06	Repayment to the Issuer	101
	Section 8.07	Reinstatement	101
	 	 	 
	Article 9 AMENDMENT, SUPPLEMENT AND WAIVER	102
	 	 	 
	Section 9.01	Without Consent of Holders	102
	Section 9.02	With Consent of Holders	103
	Section 9.03	[reserved]	104
	Section 9.04	Effect of Consents	104
	Section 9.05	Notation on or Exchange of Notes	105
	Section 9.06	Trustee to Sign Amendments, etc.	105
	 	 	 
	Article 10 GUARANTEES	105
	 	 	 
	Section 10.01	Notes Guarantee	105
	Section 10.02	Limitation on Guarantor Liability	107
	Section 10.03	Execution and Delivery	108
	Section 10.04	Subrogation	109
	Section 10.05	Benefits Acknowledged	109
	Section 10.06	Release of Notes Guarantees	109
	Section 10.07	Indemnity and Subrogation	110
	Section 10.08	Contribution and Subrogation	110
	Section 10.09	Subordination	110
	 	 	 
	Article 11 SATISFACTION AND DISCHARGE	111
	 	 	 
	Section 11.01	Satisfaction and Discharge	111
	Section 11.02	Application of Trust Money	112
	 	 	 
	Article 12 MISCELLANEOUS	112
	 	 	 
	Section 12.01	Trust Indenture Act	112
	Section 12.02	Notices	112
	Section 12.03	Communication by Holders with Other Holders	114


 




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	Section 12.04	Certificate and Opinion as to Conditions Precedent	114
	Section 12.05	Statements Required in Certificate or Opinion	115
	Section 12.06	Rules by Trustee and Agents	115
	Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	115
	Section 12.08	Governing Law	115
	Section 12.09	Waiver of Jury Trial	116
	Section 12.10	Force Majeure	116
	Section 12.11	No Adverse Interpretation of Other Agreements	116
	Section 12.12	Successors	116
	Section 12.13	Severability	116
	Section 12.14	Counterpart Originals	116
	Section 12.15	Table of Contents, Headings, etc.	116
	Section 12.16	U.S.A. PATRIOT Act	117
	Section 12.17	Consent to Jurisdiction; Appointment of Agent for Service of Process	117
	Section 12.18	Judgment Currency	117


 


	Appendix A	Provisions Relating to Initial Notes and Additional Notes
	 	 
	Schedule 1	Initial Unrestricted Subsidiaries
	 	 
	Exhibit A	Form of Note
	Exhibit B	Form of Transferee Letter of Representation
	Exhibit C	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
	Exhibit D	Form of Issuer Assumption Supplemental Indenture 


 




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INDENTURE, dated as of October 27, 2016, among
LG FinanceCo Corp., a corporation organized under the laws of the Province of British Columbia (“FinanceCo”),
and Deutsche Bank Trust Company Americas, a New York banking corporation as Trustee.


 


W I T N E S S E T H


 


WHEREAS, the Issuer has duly authorized the
creation and issue of $520,000,000 aggregate principal amount of 5.875% Senior Notes due 2024 (the “Initial Notes”);
and


 


WHEREAS, the Issuer has received good and
valuable consideration for the execution and delivery of this Indenture and the Notes;


 


WHEREAS, all necessary acts and things have
been done to make: (1) the Notes, when duly issued and executed by the Issuer and authenticated and delivered hereunder, the legal,
valid and binding obligations of the Issuer; and (2) this Indenture a legal, valid and binding agreement of the Issuer in accordance
with the terms of this Indenture;


 


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


 


Article
1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section
1.01         Definitions.


 


“Additional Assets” means:


 


(1)          any
property, plant, equipment or other assets (excluding working capital or current assets for the avoidance of doubt) to be used
by LGEC or a Restricted Subsidiary in a Related Business; or


 


(2)          an
investment in any one or more businesses or capital expenditures (which for purposes of this definition, shall include the acquisition
of any item of Product) and any Permitted Investment, in each case used or useful to a Related Business.


 


“Additional Notes” means
additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01
and 4.09.


 


“Adjusted EBITDA” means,
with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication,
to the extent the same was deducted in calculating Consolidated Net Income, in each case as to such Person and its Restricted Subsidiaries
on a consolidated basis:


 


(1)          Consolidated
Taxes; plus


 


(2)          Consolidated
Interest Expense; plus


 


(3)          Consolidated
Adjusted Charges; plus


 




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(4)          restructuring
charges, reserves or expenses and one-time charges (which, for the avoidance of doubt, shall include, without limitation, retention,
severance, systems establishment costs, contract termination costs, integration costs and future lease commitments); plus


 


(5)          business
optimization expenses; provided that any such business optimization expenses added back pursuant to this clause (5), together
with the Non-S-X Adjustment Amount for such period, shall not exceed 15% of Adjusted EBITDA for such period; plus


 


(6)          non-operating
expenses (minus non-operating income); plus


 


(7)          charges,
costs and expenses relating to any issuance or incurrence of Capital Stock, any incurrence or repayment of Indebtedness or the
consummation of any Investment, acquisition or disposition, in each case permitted by this Indenture and whether or not successful,
including fees, charges and expenses relating to the Transactions; plus


 


(8)          start-up
costs relating to the Comic Con business; plus


 


(9)          other
start-up costs in an aggregate amount not to exceed $25,000,000 for the relevant four-quarter reference period;


 


less, without duplication,


 


(10)        non-cash
items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent
the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period and any items for which cash
was received in a prior period);


 


provided that effects of purchase accounting
adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries and including, without
limitation, the effects of adjustments to (x) Capitalized Lease Obligations or (y) any other deferrals of income) in amounts required
or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof
shall be excluded from the calculation of Adjusted EBITDA.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as agent for the lenders under the Senior Credit Facility, or any successor agent,
and any other future agent or trustee in respect of any Senior Credit Facility.


 


“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 the purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”) when used with respect
to any Person means possession, directly or indirectly, of the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 




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“Affiliated Persons” means,
with respect to any specified Person, (1) such specified Person’s parents, spouse, siblings, descendants, step children,
step grandchildren, nieces and nephews and their respective spouses, (2) the estate, legatees and devisees of such specified Person
and each of the Persons referred to in clause (1), and (3) any company, partnership, trust or other entity or investment vehicle
controlled by any of the Persons referred to in clause (1) or (2) or the holdings of which are for the primary benefit of any of
such Persons.


 


“Agent” means any Registrar
or Paying Agent.


 


“Applicable Premium” means,
with respect to a Note at 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
sum of the present value at such redemption date of (i) the redemption price of such Note at November 1, 2019 (such redemption
price being set forth in Section 3.07(b)) plus (ii) all required remaining scheduled interest payments due on such Note
through November 1, 2019 (excluding accrued and unpaid interest), discounted to such redemption date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate as of such redemption date plus 50 basis points, over


 


(b)          the
principal amount of such Note on such redemption date.


 


“Asset Sale” means any
direct or indirect sale, lease, transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances
or dispositions that are part of a common plan, including any Sale/Leaseback Transaction, of (x) shares of Capital Stock of a Subsidiary
(other than directors’ qualifying shares) or (y) other than in the ordinary course of business, other property or other assets
(each referred to for the purposes of this definition as a “disposition”) by the Issuer or any of the Restricted Subsidiaries,
including any disposition by means of a merger, amalgamation, consolidation or similar transaction.


 


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


 


(1)          a
disposition of assets by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;
provided that in the case of a sale by a Restricted Subsidiary to another Restricted Subsidiary, the Issuer directly and/or
indirectly owns an equal or greater percentage of the Common Stock of the transferee than of the transferor;


 


(2)          the
sale of Cash Equivalents or tax credits;


 


(3)          a
disposition of inventory, including without limitation, Product (not constituting the sale of a Product that in the aggregate would
be considered a “library”), in the ordinary course of business;


 




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(4)          a
disposition of obsolete or worn out equipment or equipment that is no longer useful in the conduct of the business of the Issuer
and the Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business (including the abandonment
of any intellectual property or surrender or transfer for no consideration) or otherwise as may be required pursuant to the terms
of any lease, sublease, license or sublicense;


 


(5)          the
disposition of all or substantially all of the assets of the Issuer in a manner permitted under Section 5.01 or any disposition
that constitutes a Change of Control;


 


(6)          an
issuance of Capital Stock by a Restricted Subsidiary to the Issuer or to a Wholly-Owned Subsidiary;


 


(7)          any
Permitted Investment and any Restricted Payment that is permitted to be made, and is made, under Section 4.07;


 


(8)          dispositions
of assets or issuance or sale of Capital Stock of a Restricted Subsidiary in a single transaction or series of related transactions
with an aggregate Fair Market Value of less than $20,000,000;


 


(9)          the
creation of a Permitted Lien and dispositions in connection with Permitted Liens;


 


(10)        dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy
or insolvency or similar proceedings and exclusive of factoring or similar arrangements;


 


(11)        the
issuance by a Restricted Subsidiary of Preferred Stock that is permitted under Section 4.09;


 


(12)        the
licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property
in the ordinary course of business which do not materially interfere with the business of the Issuer and the Restricted Subsidiaries;


 


(13)        foreclosure
on assets;


 


(14)        any
sale of Capital Stock in, Indebtedness or other securities of or Investments in, an Unrestricted Subsidiary;


 


(15)        any
exchange of assets (including Capital Stock) (including a combination of assets and Cash Equivalents) for assets (including Capital
Stock) related to a Related Business of comparable or greater market value or usefulness to the business of the Issuer and its
Restricted Subsidiaries as a whole, as determined in good faith by the Issuer;


 


(16)        sales
of Product outside of the ordinary course of business (including the sale of Product that in the aggregate would be considered
a “library”) if sold for not less than Fair Market Value and not in excess of $45,000,000 in the aggregate from the
Issue Date;


 




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(17)        sales
of all or a portion of an interest in a Foreign Subsidiary that is not a Guarantor; provided that the consideration received
is not less than Fair Market Value;


 


(18)        (a)
the sale or transfer of Product or intellectual property Product to any ProdCo as part of any Permitted Slate Transaction or (b)
any Permitted Slate Financing, including the sale or transfer of any interests in copyrights, distribution rights and/or financial
proceeds as contemplated by the definition thereof; and


 


(19)        the
creation of revenue participations of the type described in Section 4.09(c)(16).


 


“Assumption” means the
assumption by LGEC, in connection with the Starz Acquisition and pursuant to a supplemental indenture substantially in the form
of Exhibit D hereto, of all of FinanceCo’s rights and obligations under the Notes, this Indenture and the Escrow Agreement
(including the right to the proceeds thereof and any other cash amounts then held by or on behalf of FinanceCo), and the release
of FinanceCo from all of its obligations under the Notes and this Indenture.


 


“Assumption Date” means
the date of the Assumption.


 


“Average Life” means, as
of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum
of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment
of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment
by (2) the sum of all such payments.


 


“Bankruptcy Law” means
(1) Title 11, U.S. Code, the Bankruptcy and Insolvency Act (Canada), (2) the Companies’ Creditors Arrangement Act
(Canada) or (3) other similar (a) U.S. federal or state law, (b) Canadian federal or provincial law, or (c) law of any other applicable
jurisdiction, in each case relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors or
plans of arrangement.


 


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


 


“Bridge Facility” means
the Bridge Credit and Guarantee Agreement, to be dated as of the Assumption Date, among LGEC, the guarantors referred to therein,
the lenders referred to therein, and JPMorgan Chase Bank, N.A., as administrative agent. For the avoidance of doubt, the Bridge
Facility shall include any bridge loans or exchange notes incurred or entered into in accordance therewith.


 


“Business Day” means any
day other than a Saturday, Sunday or other day on which banks are required or permitted to close in the State of New York, the
State of California, the Province of British Columbia or the Province of Ontario.


 


“Capital Stock” of any
Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock and limited liability or


 




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partnership interests (whether general or
limited), but excluding any Indebtedness convertible into such equity.


 


“Capitalized Lease Obligations”
means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation
at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will
be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated
without penalty; provided that obligations of the Issuer or the Restricted Subsidiaries, or of a special purpose or other
entity not consolidated with the Issuer and the Restricted Subsidiaries, either existing on the Assumption Date or created thereafter
that (x) initially were not included on the consolidated balance sheet of the Issuer as capital lease obligations and were subsequently
characterized as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with
the Issuer and the Restricted Subsidiaries were required to be characterized as capital lease obligations upon such consideration,
in either case, due to a change in accounting treatment or otherwise, or (y) did not exist on the Assumption Date and were required
to be characterized as capital lease obligations but would not have been required to be treated as capital lease obligations on
the Assumption Date had they existed at that time, shall for all purposes not be treated as Capitalized Lease Obligations or Indebtedness.


 


“Cash Equivalents” means:


 


(1)          Dollars,
Canadian Dollars, pound sterling, euros, the national currency of any member state of the European Union or, in the case of any
Foreign Subsidiary, such other local currencies held by it from time to time in the ordinary course of business;


 


(2)          securities
issued or directly and fully Guaranteed or insured by the United States, Canada, Switzerland, the United Kingdom or any country
that is a member of the European Union or any agency or instrumentality thereof (provided that the full faith and credit
of the United States is pledged in support thereof), having maturities of not more than two years from the date of acquisition;


 


(3)          marketable
general obligations issued by any State of the United States of America or any political subdivision thereof or any Canadian province
or any public instrumentality thereof maturing within two years from the date of acquisition and, at the time of acquisition, having
a credit rating of “A” or better from either S&P or Moody’s or carrying an equivalent rating by a nationally
recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments;


 


(4)          certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of
not more than two years from the date of acquisition thereof issued by any commercial bank having a short term deposit rating at
the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P, or “P-2” or the equivalent
thereof by Moody’s, or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating
Agencies cease publishing ratings of investments;


 




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(5)          repurchase
obligations for underlying securities of the types described in clauses (2), (3) and (4) entered into with any bank meeting the
qualifications specified in clause (4) above;


 


(6)          commercial
paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or the equivalent
thereof by Moody’s, or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating
Agencies cease publishing ratings of investments and in any case maturing within one year after the date of acquisition thereof;


 


(7)          Indebtedness
issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or
reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding
two years from the date of acquisition;


 


(8)          interests
in any investment company or money market fund which invests 95% or more of its assets in instruments of the type specified in
clauses (1) through (7) above; and


 


(9)          instruments
equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality
and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside
the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such
jurisdiction.


 


“CCQ” means the Civil Code
of Quebec as in effect in the province of Quebec on the Assumption Date (as amended from time to time).


 


“Change of Control” means:


 


(1)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than
any Permitted Holder, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such
person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the
right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of
more than 50% of the total voting power of the Voting Stock of LGEC (or its successor by merger, amalgamation, consolidation, plan
of arrangement or purchase of all or substantially all of its assets) (for the purposes of this clause, such person or group shall
be deemed to beneficially own any Voting Stock of LGEC held by a parent entity, if such person or group “beneficially owns”
(as defined above), directly or indirectly, more than 50% of the voting power of the Voting Stock of such parent entity);


 


(2)         the
first day on which Continuing Directors cease to constitute a majority of the members of the Board of Directors of LGEC or any
Permitted Parent Holdco; or


 


(3)         sale,
assignment, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation or plan
of arrangement), in one or a series of related transactions, of all or substantially all of the assets of LGEC and the


 




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Restricted Subsidiaries taken as
a whole, to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than any Permitted
Holder or a Restricted Subsidiary.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Comic Con” means that
certain subscription video on demand service (as such service may continue to organically evolve) or other related service operated
by the Issuer, its Subsidiaries or its designees under the name “Comic Con HQ” or other derivation of the word “Comic
Con.”


 


“Common Stock” means with
respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and
whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Assumption Date, and includes,
without limitation, all series and classes of such common stock.


 


“Complete” or “Completed”
or “Completion” means with respect to any item of Product, that (1) either (a) sufficient elements have been
delivered by the Issuer or applicable Restricted Subsidiary to, and accepted, deemed or determined to be accepted and/or exploited
by, a Person (other than the Issuer or applicable Restricted Subsidiary or Affiliates thereof) to permit such Person to exhibit
the item of Product in the theatrical or other medium for which the item of Product is intended for initial exploitation or (b)
an independent laboratory has in its possession a complete final 35 mm or 70 mm (or other size which has become standard in the
industry) composite positive print, video master or other equivalent master copy of the item of Product as finally cut, main and
end titled, edited, scored and assembled with sound track printed thereon in perfect synchronization with the photographic action
and fit and ready for exhibition and distribution in the theatrical or other medium for which the item of Product is intended for
initial exploitation, and (2) if such item of Product was acquired by the Issuer or a Restricted Subsidiary from an unaffiliated
third party, the entire acquisition price or minimum advance shall have been paid to the extent then due and there is no condition
or event (including, without limitation, the payment of money not yet due) the occurrence of which might result in the Issuer or
such Restricted Subsidiary losing any of its rights in such item of Product.


 


“Completion Guaranty” means,
with respect to any item of Product, a completion guaranty, in customary form consistent with the Issuer’s past practice
or otherwise reasonable and customary for transactions of such nature, which (1) names the production financier to the extent such
item of Product is financed in accordance with Section 4.09(a), Section 4.09(b) or Section 4.09(c)(12) as a beneficiary
thereof to the extent of the Issuer’s or applicable Restricted Subsidiary’s financial interest in such item of Product
and (2) guarantees that such item of Product will be Completed in a timely manner, or else payment may be made to such production
financier of an amount of up to the aggregate amount expended on the production of such item of Product by, or for the account
of, the Issuer or applicable Restricted Subsidiary plus interest on, and other bank charges with respect to, such amount.


 


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


 


(1)          depreciation;
plus


 




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(2)          amortization
other than direct operating expenses, as calculated on the Assumption Date; plus


 


(3)          other
non-cash expenses (including, without limitation, stock based compensation expenses including for stock appreciation rights or
write-off of deferred financing charges, and non-cash reductions of Consolidated Net Income attributable to consideration paid
to any Person in Capital Stock) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person
for such period on a consolidated basis and otherwise determined in accordance with GAAP,


 


(but for each of clauses (1) through
(3) excluding any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any
future period (other than accruals for stock appreciation rights));


 


plus


 


(4)          print
and advertising expenses (irrespective of whether such Person has actually made a cash payment in respect thereof during such period)
for which such Person has an off-setting right of payment and/or guarantee (including, for the avoidance of doubt, any partial
guarantee which such Person believes in good faith to be sufficient in size to cover any reasonably anticipated loses from these
expenses) from a third-party producer (less the amortization of participation charges that would have been expensed had the print
and advertising expense not been expensed in the GAAP financial statements, such amortization to be calculated in accordance with
accounting based on the film forecasting method); plus


 


(5)          any
non-cash accelerated amortization of programming costs and other intangibles. For the avoidance of doubt, the amortization of the
allocation of the purchase price of a business to increase or decrease the carrying value of the assets and liabilities in accordance
with GAAP is considered a non-cash expense.


 


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


 


(1)          consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing
Consolidated Net Income (including the interest component of Capitalized Lease Obligations, and net payments and receipts (if any)
pursuant to interest rate Hedging Obligations and excluding amortization of original issue discount and deferred financing fees
and expensing of any bridge or other financing fees); plus


 


(2)          consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, other than capitalized
interest included in the cost of any item of Product; minus


 


(3)          interest
income for such period (other than interest income attributable to the discounting of accounts receivable); minus


 




    -9-


     


    

 


(4)          interest
expense accrued as a result of the Financial Accounting Standards Board Staff Position No. APB 14-1, to the extent such interest
expense was included in clause (1) of this definition.


 


“Consolidated Debt” shall
mean, as of any date of determination, the sum of (without duplication) the principal amount of all Indebtedness of the type set
forth in clauses (1), (2), (3) (other than to the extent undrawn), (5), (6), (7) (to the extent related to any Indebtedness that
would otherwise constitute Consolidated Debt) and (8) (to the extent related to any Indebtedness that would otherwise constitute
Consolidated Debt) of the definition of “Indebtedness” of the Issuer and the Subsidiaries determined on a consolidated
basis on such date; provided that the amount of any Indebtedness with respect to which the applicable obligors have entered
into currency hedging arrangements shall be calculated giving effect to such currency hedging arrangements; and provided further,
that neither (i) unfunded commitments for Indebtedness nor (ii) Other Permitted Priority Indebtedness shall be included in the
calculation of Consolidated Debt.


 


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


 


(1)          consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing
Consolidated Net Income (including the interest component of Capitalized Lease Obligations, and net payments and receipts (if any)
pursuant to interest rate Hedging Obligations and including amortization of deferred financing fees, debt issuance costs and expensing
of any bridge or other financing fees); plus


 


(2)          consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, other than capitalized
interest included in the cost of any item of Product; minus


 


(3)          interest
income for such period (other than interest income attributable to the discounting of accounts receivables).


 


“Consolidated Net Income”
means, for any period, the net income (loss) of the Issuer and its consolidated Restricted Subsidiaries determined on a consolidated
basis in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income:


 


(1)          any
net income (loss) of any Person if such Person is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting, except that, subject to the limitations contained in clauses (3) through (6) below, equity of the Issuer or any Restricted
Subsidiary in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate
amount of 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 or other distribution to a Restricted Subsidiary, to the limitations contained
in clause (2) below);


 


(2)          any
net income (but not loss) of any Restricted Subsidiary (other than (a) a Guarantor, (b) Pilgrim JV and (c) any other Restricted
Subsidiary to the extent any such


 




    -10-


     


    

 


restriction relates to a Joint Venture,
charter or other agreement or instrument entered into by the Issuer or a Restricted Subsidiary with a minority shareholder to the
extent the Issuer has a call option on such minority shareholder’s Capital Stock) if such Subsidiary is subject to prior
government approval or other restrictions due to the operation of its charter or any agreement, instrument, judgment, decree, order
statute, rule or government regulation (which have not been waived), directly or indirectly, on the payment of dividends or the
making of distributions by such Restricted Subsidiary, directly or indirectly, to the Issuer, except that, subject to the limitations
contained in clauses (3) through (6) below, the Issuer’s equity in the net income of any such Restricted Subsidiary for such
period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by
such Restricted Subsidiary during such period to the Issuer or another Restricted Subsidiary as a dividend (subject, in the case
of a dividend to another Restricted Subsidiary, to the limitation contained in this clause);


 


(3)          any
gain or loss (less all fees and expenses relating thereto) realized upon sales or other dispositions of any assets of the Issuer
or such Restricted Subsidiary, other than in the ordinary course of business, as determined in good faith by the Issuer;


 


(4)          any
after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments;


 


(5)          any
extraordinary, nonrecurring or unusual gain or loss; and


 


(6)          the
cumulative effect of a change in accounting principles.


 


“Consolidated Taxes”
means provision for taxes based on income, profits or capital, including, without limitation, state, franchise and similar taxes
taken into account in calculating Consolidated Net Income.


 


“Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of the Issuer or Permitted Parent Holdco, as the case
may be, who: (1) was a member of such Board of Directors on the Issue Date (or, in the case of a Permitted Parent Holdco, the date
such Permitted Parent Holdco acquired 100% of the Voting Stock of the Issuer if the members of the Board of Directors of such Permitted
Parent Holdco were approved for the purpose of this definition, on or prior to such date, by a majority of the Continuing Directors
of the Issuer); or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of the relevant Board of Directors at the time of such nomination or election.


 


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


 


“Currency Agreement” means
in respect of a Person any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar
agreement as to which such Person is a party or a beneficiary.


 


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


 




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


 


“Definitive Note” means
a certificated Initial Note or Additional Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted
by applicable law) that does not include the Global Notes Legend.


 


“Depositary” means, with
respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 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 such
valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.


 


“Disqualified Stock” means,
with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event:


 


(1)          matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;


 


(2)          is
convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable
solely at the option of the Issuer or a Restricted Subsidiary (it being understood that upon such conversion or exchange it shall
be an Incurrence of such Indebtedness or Disqualified Stock)); or


 


(3)          is
redeemable at the option of the holder of the Capital Stock in whole or in part,


 


in each case on or prior to the date that is 91 days after the
earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided, however,
that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further,
that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the
Issuer or its Subsidiaries to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (each defined
in a substantially identical manner to the corresponding definitions in this Indenture) shall not constitute Disqualified Stock
if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable)
provide that the Issuer or its Subsidiaries, as applicable, may not repurchase or redeem any such Capital Stock (and all such securities
into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the
Issuer under Section 4.10 and Section 4.14 and such repurchase or redemption complies with Section 4.07.


 


“Distribution Agreements”
means (1) any and all agreements entered into by LGEC or a Guarantor pursuant to which such Person has sold, leased, licensed or
assigned


 




    -12-


     


    

 


distribution rights or other exploitation
rights to any item of Product to a Person that is not an Affiliate of LGEC or a Guarantor and (2) any and all agreements hereafter
entered into by a LGEC or a Guarantor pursuant to which such Person sells, leases, licenses or assigns distribution rights or other
exploitation rights to any item of Product to a Person that is not an Affiliate of LGEC or a Guarantor.


 


“Dollars” and “$”
shall mean dollars in lawful currency of the United States of America.


 


“DTC” means The Depository
Trust Company.


 


“Equity Offering” means
an offering for cash by the Issuer or any direct or indirect parent entity of its Common Stock, or options, warrants or rights
with respect to its Common Stock, other than (1) offerings with respect to such Common Stock, or options, warrants or rights, registered
on Form S-4 or S-8 and (2) an issuance to any Subsidiary.


 


“Escrow Account” means
a segregated account, under the sole control of the Trustee, that includes only cash and the proceeds thereof, free from all Liens
other than the Lien in favor of the Trustee for the benefit of the Holders of the Notes.


 


“Escrow Agent” means Deutsche
Bank Trust Company Americas, as escrow agent, until a successor replaces it in accordance with Section 7.08 and thereafter means
the successor serving hereunder.


 


“Escrow Agreement” means
the Escrow Agreement, dated as of the date hereof, by and among FinanceCo, the Trustee and the Escrow Agent.


 


“Escrow Property” means
the amounts held in the Escrow Account by the Escrow Agent pursuant to the Escrow Agreement, consisting of the gross proceeds of
the Notes and the additional deposits made from time to time by or on behalf of FinanceCo.


 


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


 


“Excluded Contributions”
means Net Cash Proceeds received by the Issuer from:


 


(1)          contributions
to its common equity capital; or


 


(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 Subsidiary) of Capital Stock (other than Disqualified Stock) of the Issuer;


 


in each case designated as Excluded Contributions pursuant to
an Officers' Certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made
or the date such equity interests are sold, as the case may be.


 


“Existing Convertible Notes”
means (1) the 4.00% Convertible Senior Subordinated Notes Due 2017 dated as of January 11, 2012 and related Guarantees issued under
the Indenture dated as of January 11, 2012 among LGEC, LGEI and The Bank of New York Mellon Trust Company, N.A., and (2) the 1.25%
Convertible Senior Subordinated Notes Due


 




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2018 dated as of April 15, 2013 and related
Guarantees issued under the Indenture dated as of April 15, 2013 among LGEC, LGEI and U.S. Bank National Association.


 


“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.


 


“FinanceCo” has the meaning
given to such term in the introductory paragraph of this Indenture.


 


“Fitch” means Fitch Group,
Inc., a jointly-owned Subsidiary of Hearst Corporation and Fimalac, S.A., and any successor to its rating agency business.


 


“Foreign Subsidiary” means
any Restricted Subsidiary that is not organized under the laws of the United States of America or any state thereof or the District
of Columbia and any Subsidiary of such Restricted Subsidiary.


 


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect on the Issue Date. All ratios and computations based on GAAP will be computed in conformity with GAAP, except
that in the event LGEC is acquired in a transaction that is accounted for using purchase accounting, the effects of the application
of purchase accounting shall be disregarded in the calculation of such ratios and other computations contained in this Indenture.


 


“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 of the United States of America,


 


which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary 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 depositary 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 depositary 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 depositary receipt.


 


“Guarantee” means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation,
direct or indirect, contingent or otherwise, of such Person:


 




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(1)          to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising
by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise); or


 


(2)          entered
into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” will
not include endorsements for collection or deposit or for indemnification in the ordinary course of business. The term “Guarantee”
used as a verb has a corresponding meaning.


 


“Guarantor” means each
Restricted Subsidiary in existence on the Assumption Date that provides a Notes Guarantee on the Assumption Date (and any other
Restricted Subsidiary that provides a Notes Guarantee in accordance with this Indenture after the Assumption Date); provided
that upon release or discharge of such Restricted Subsidiary from its Notes Guarantee in accordance with this Indenture, such Restricted
Subsidiary shall cease to be a Guarantor.


 


“Headquarters JV” means
either (1) LGJW Colorado Partners, LLC or (2) any other entity which is directly or indirectly owned in whole or in part by the
Issuer and which is formed for the sole purpose of constructing, maintaining and owning an office building to be used as a headquarters
of the Issuer and/or Subsidiaries thereof.


 


“Hedging Obligations” of
any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.


 


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


 


“Incur” means issue, create,
assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock
of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, amalgamation, consolidation, acquisition
or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the
terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.


 


“Indebtedness” means, with
respect to any Person on any date of determination (without duplication):


 


(1)    
     the principal of and premium (if any) in respect of indebtedness of such Person for borrowed
money;


 


(2)          the
principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments;


 


(3)          the
principal component of all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar
instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement


 




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obligation relates to a trade payable
and such obligation is satisfied within 90 days of Incurrence);


 


(4)          the
principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property, which purchase
price is due more than six months after the date of placing such property in service or taking delivery and title thereto, except
(a) 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 (b) any earn-out obligation until the amount of such obligation becomes a liability on the balance sheet
of such Person in accordance with GAAP;


 


(5)          Capitalized
Lease Obligations of such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor);


 


(6)          the
principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other
repurchase of any Disqualified Stock or, with respect to any Subsidiary of the Issuer that is not a Guarantor, any Preferred Stock;


 


(7)          the
principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the
Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;


 


(8)          the
principal component of Indebtedness of other Persons to the extent Guaranteed by such Person (whether or not such items would appear
on the balance sheet of the guarantor or obligor);


 


(9)          to
the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any
such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging
Obligation that would be payable by such Person at such time); and


 


(10)        to
the extent not otherwise included in this definition, the amount of obligations outstanding under the legal documents entered into
as part of a securitization transaction or series of securitization transactions that would be characterized as principal if such
transaction were structured as a secured lending transaction rather than as a purchase outstanding relating to a securitization
transaction or series of securitization transactions.


 


Notwithstanding anything in this Indenture
to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Financial Accounting
Standards Board Accounting Standards Codification 825 and related interpretations to the extent such effects would otherwise increase
or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives
created by the terms of such Indebtedness and any such amounts that would have constituted Indebtedness under this Indenture but
for the application of this sentence shall not be deemed an incurrence of Indebtedness under this Indenture.


 




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


 


“Initial Notes” has the
meaning set forth in the recitals hereto.


 


“Initial Unrestricted Subsidiaries”
means each Subsidiary of LGEC as of the Assumption Date set forth in Schedule 1 of this Indenture as an “Initial Unrestricted
Subsidiary.”


 


“Interest Payment Date”
means May 1 and November 1 of each year to the Stated Maturity of the Notes.


 


“Interest Rate Agreement”
means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement
or other similar agreement or arrangement as to which such Person is party or a beneficiary.


 


“Investment” means, with
respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect
advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions
of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a
bank deposit other than a time deposit or indemnity provision) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition
of Capital Stock, Indebtedness or other similar instruments issued by, such other Person and all other items that are or would
be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following will
be deemed to be an Investment:


 


(1)          Hedging
Obligations entered into in compliance with this Indenture;


 


(2)          endorsements
of negotiable instruments and documents in the ordinary course of business;


 


(3)          an
acquisition of assets, Capital Stock or other securities by the Issuer or a Subsidiary for consideration to the extent such consideration
consists of Common Stock of the Issuer;


 


(4)          accounts
receivable, trade credit and advances to customers in the ordinary course of business;


 


(5)          commission,
travel and similar advances to officers, employees and consultants made in the ordinary course of business; and


 


(6)      
   any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to
suppliers made in the ordinary course of business.


 


For purposes of Section 4.07,


 




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


 


(2)          any
property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer;
and


 


(3)          if
the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Voting Stock of any Restricted Subsidiary such that,
after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of the Issuer, the Issuer shall be deemed
to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Capital Stock of such
Subsidiary not sold or disposed of.


 


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


 


“Issue Date” means October 27,
2016.


 


“Issuer” means, prior to
the Assumption Date, FinanceCo, and from and after the Assumption Date, LGEC.


 


“Joint Venture” means a
joint venture or similar venture with one or more unrelated parties (whether structured as a corporation, partnership, limited
liability company or other entity) in which the Issuer or any of its Restricted Subsidiaries own Capital Stock and which is formed
and operated to conduct a Related Business.


 


“LGEC” means Lions Gate
Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada, and any successor thereof,
and not any of its subsidiaries.


 


“LGEI” means Lions Gate
Entertainment Inc., a Delaware corporation, and its successors.


 


“LGF” means Lions Gate
Films Inc. and its successors.


 


“LGT” means Lions Gate
Television Inc. and its successors.


 


“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 other agreement to give
a security interest in and any filing of or agreement to


 




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give any financing statement under the applicable
PPSA, the CCQ, or UCC (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be
deemed to constitute a Lien.


 


“Material Indebtedness”
means Indebtedness of the types described in clauses (1), (2), (5) and (8) (only with respect to Guarantees of Indebtedness of
the types described in clauses (1), (2) and (5) of the definition of “Indebtedness”) of the definition of “Indebtedness”
of the Issuer or any Guarantors in an aggregate principal amount equal to or greater than $75,000,000, other than Other Permitted
Priority Indebtedness.


 


“Merger Agreement” means
the Agreement and Plan of Merger, dated as of June 30, 2016 (as amended, supplemented or modified and in effect from time to time,
and including all schedules and exhibits thereto), by and among the LGEC, Orion Arm Acquisition, Inc., and Starz.


 


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


 


“MQP” means MQP, LLC and
its successors.


 


“Negative Pick-up Obligation”
means, with respect to any item of Product produced by anyone other than the Issuer or a Restricted Subsidiary, a commitment to
pay a certain sum of money or other Investment made by the Issuer or Restricted Subsidiary in order to obtain ownership, distribution
rights or sales agency rights in such item of Product. Negative Pick-up Obligation includes both “traditional” negative
pickup arrangements and indirect structures.


 


“Net Available Cash” from
an Asset Sale means cash payments actually received (including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable, but only as and when actually received, but excluding any other consideration received
in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that
are the subject of such Asset Sale or received in any other non-cash form) therefrom, in each case net of:


 


(1)          all
legal, accounting, investment banking, title and recording taxes, fees, expenses, commissions and other fees and expenses Incurred,
and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP or otherwise
payable (in the good faith determination of the Issuer) in connection with such Asset Sale (including any repatriation of the proceeds
of such Asset Sale);


 


(2)          all
payments made on any Indebtedness that is secured by any assets subject to such Asset Sale, in accordance with the terms of such
Indebtedness, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law be
repaid out of the proceeds from such Asset Sale;


 


(3)          all
distributions and other payments required to be made to minority interest holders in Subsidiaries or Joint Ventures as a result
of such Asset Sale;


 


(4)          the
deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated
with the assets


 




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disposed of in such Asset Sale and
retained by the Issuer or any Restricted Subsidiary after such Asset Sale; and


 


(5)          in
the case of any Asset Sale by a Subsidiary which is not a Wholly-Owned Subsidiary, a portion of the cash payments received by such
Subsidiary equal to the portion of the economic interests in such Subsidiary which are not directly or indirectly owned by the
Issuer.


 


“Net Cash Proceeds,” with
respect to any issuance or sale of Capital Stock or any Incurrence of Indebtedness, means the cash proceeds of such issuance or
sale or such Incurrence net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees,
listing fees, discounts or commissions and brokerage, consultant and other fees, expenses and charges actually Incurred in connection
with such issuance or sale or such Incurrence and net of taxes paid or payable (in the good faith determination of the Issuer)
in connection with such issuance or sale or such Incurrence (including any repatriation of the proceeds of such sale or Incurrence).


 


“Net Secured Leverage Ratio”
shall mean, as of any date of determination, the ratio of:


 


(1)          (a)
the total principal amount of Secured Funded Indebtedness that would appear on a balance sheet of the Issuer and its Restricted
Subsidiaries as of such determination date, minus (b) Unrestricted Cash as of such determination date in an amount not to exceed
$200,000,000, to


 


(2)          Adjusted
EBITDA of the Issuer, calculated on a Pro Forma Basis, for the most recent Test Period.


 


“Net Total Leverage Ratio”
shall mean, as of any date of determination, the ratio of:


 


(1)          (a)
the total principal amount of Consolidated Debt that would appear on a balance sheet of the Issuer and its Restricted Subsidiaries
as of such determination date, minus (b) Unrestricted Cash as of such determination date in an amount not to exceed $200,000,000,
to


 


(2)          Adjusted
EBITDA of the Issuer, calculated on a Pro Forma Basis for the most recent Test Period.


 


“Non-Guarantor Subsidiary”
means any Restricted Subsidiary that is not a Guarantor.


 


“Notes” means, collectively,
the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture, including any Additional
Notes and any Notes issued and authenticated upon transfer, replacement or exchange of Notes.


 


“Notes Guarantee” means,
individually, any Guarantee of the Issuer’s Obligations under this Indenture by any Guarantor pursuant to the terms of this
Indenture and any supplemental indenture thereto and, collectively, the Notes Guarantees.


 


“Obligations” means, with
respect to any Indebtedness, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent,
direct or indirect) for or


 




    -20-


     


    

 


in respect of principal (when due, upon acceleration,
upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest,
penalties, fees, indemnification, reimbursement and other amounts payable and liabilities with respect to such Indebtedness, including
all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding
at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation,
whether or not the claim for such interest is allowed as a claim in such case or proceeding.


 


“Offer to Purchase” means
an Asset Sale Offer or a Change of Control Offer.


 


“Offering Memorandum” means
the Offering Memorandum dated October 13, 2016 relating to the offering of the Notes.


 


“Officer” means the Chairman
of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, Chief Strategic Officer, any President,
any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer. Officer of
any Guarantor has a correlative meaning.


 


“Officers’ Certificate”
means a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the
Issuer.


 


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


 


“Other Permitted Priority Indebtedness”
means Indebtedness which is (a) permitted to be Incurred after the Assumption Date by Section 4.09(c)(12), Section 4.09(c)(13),
Section 4.09(c)(14), Section 4.09(c)(17) or Section 4.09(c)(18) or (b) incurred prior to the Assumption Date but of any type described
in the foregoing clause (a).


 


“Outside Date” means the
date that is initially November 30, 2016, and may be extended by FinanceCo in its sole discretion from time to time, but no more
than five times, as follows. FinanceCo may, by notice to the Trustee and the Escrow Agent (an “Extension Election”)
delivered not later than two Business Days prior to the applicable Outside Date, make an election to extend the applicable Outside
Date to a date (an “Extended Outside Date”) specified by FinanceCo, so long as, prior to the then-existing Outside
Date, FinanceCo deposits an amount in cash sufficient (as determined solely by FinanceCo), when taken together with the amount
of Escrow Property then on deposit in the Escrow Account, to pay an amount equal to 100% of the initial issue price of the Notes
as set forth on the cover page of the Offering Memorandum, plus accrued and unpaid interest on the Notes to, but not including,
the third Business Day following such Extended Outside Date, and thereafter such Extended Outside Date shall become the “Outside
Date” for all purposes hereof. The Extended Outside Date shall be, in the case of any Extension Election, a date specified
by FinanceCo which is a Business Day and which is not later than March 31, 2017.


 


“Pari Passu Indebtedness”
means Indebtedness that ranks equally in right of payment to the Notes (without giving effect to collateral arrangements).


 


“Permitted Holder” means,
at any time, each of: (1) (a) Mark H. Rachesky, M.D., (b) John C. Malone and (c) any Affiliate of such Persons, or any Affiliated
Persons of such


 




    -21-


     


    

 


Persons; (2) any group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) of which any Person described in clause
(1) hereof is a member; provided that Persons described in clause (1) hereof beneficially own a majority of the Voting Stock
of LGEC beneficially owned by all members of such group; and (3) any Person (including LGEC upon a sale of all or substantially
all of its assets to a Subsidiary thereof in a transaction permitted under Section 5.01) (x) that acquires (or otherwise holds),
directly or indirectly, 100% of the voting power of the Voting Stock of LGEC and, immediately after giving effect to such acquisition
and any related transactions, has no material assets other than Capital Stock of LGEC and (y) of which no other 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 any of
the Permitted Holders specified in clauses (1) and (2) above, holds more than 50% of the total voting power of the Voting Stock
thereof (any Person described in clause (3) hereof, a “Permitted Parent Holdco”).


 


“Permitted Investment”
means an Investment by the Issuer or any Restricted Subsidiary in:


 


(1)      
   the Issuer or a Restricted Subsidiary;


 


(2)          a
Person that is engaged in a Related 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, amalgamated or consolidated with or into, or transfers
or conveys all or 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, amalgamation,
consolidation or transfer;


 


(3)          cash
and Cash Equivalents;


 


(4)          receivables
owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable
in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary
trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;


 


(5)          payroll,
travel, services (e.g., shared services arrangements) to the extent permitted by Section 4.11(b)(7) and similar advances to cover
matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are
made in the ordinary course of business;


 


(6)          loans
or advances to employees, officers or directors of the Issuer or any Restricted Subsidiary not in excess of $10,000,000;


 


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


 




    -22-


     


    

 


(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, insolvency, workout, reorganization or recapitalization of the issuer of such other Investment
or accounts receivable; or


 


(B)         as
a result of a foreclosure (or similar remedy) 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;


 


(8)          Investments
made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section
4.10 or any other disposition of assets not constituting an Asset Sale;


 


(9)          Investments
in existence on the Assumption Date (including, for the avoidance of doubt, Investments of Starz and Starz’ Subsidiaries)
and all exchanges, extensions, refinancings and renewals thereof;


 


(10)        Currency
Agreements, Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance
with Section 4.09;


 


(11)        Guarantees
and other Investments issued in accordance with Section 4.09 relating to Negative Pick-up Obligations, Program Acquisition Guarantees,
minimum guarantees to acquire items of Product or interests therein or similar activities, in each case in the ordinary course
of business;


 


(12)        Investments
made in connection with the funding of contributions under any non-qualified retirement plan or similar employee compensation plan
in an amount not to exceed the amount of compensation expense recognized by the Issuer and its Restricted Subsidiaries in connection
with such plans;


 


(13)        Investments
made pursuant to investment commitments existing on the Assumption Date in (a) Playco Holdings Limited and (b) other Joint Ventures
in existence on the Assumption Date;


 


(14)        with
respect to the purchase price and/or construction costs expended by LGEC and the Guarantors for LGEC’s headquarters or any
other real property of LGEC and the Guarantors, the portion of such purchase prices in excess of any mortgage related to such purchase
price;


 


(15)        Investments
in the Headquarters JV, at any time outstanding, not to exceed $40,000,000 (exclusive of any permitted guarantee);


 


(16)        Investments
in Joint Ventures and Unrestricted Subsidiaries, in an amount, at any time outstanding, not to exceed the greater of (a) $250,000,000
and (b) 3.0% of Total Assets when made;


 


(17)        Investments
(including debt obligations) received in connection with the bankruptcy, insolvency or reorganization of suppliers, customers or
other debtors or in settlement of delinquent obligations arising in the ordinary course of business;


 




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(18)        nominal
Investments in Special Purpose Producers;


 


(19)        Investments
in and Guarantees of obligations of the Issuer, any Restricted Subsidiary, or any of their respective direct or indirect Subsidiaries
or Joint Ventures (which Subsidiaries or Joint Ventures may engage in business unrelated to such Investment to the extent otherwise
permissible under this Indenture) in connection with co-productions, co-ventures or co-financing arrangements related to the production,
distribution and/or acquisition of Product or an interest therein, in each case in the ordinary course of business consistent with
past practice;


 


(20)        Investments
in an aggregate amount at any time outstanding not to exceed the greater of (a) $275,000,000 and (b) 3.0% of Total Assets when
made; provided that at the time of and after giving effect to such Investment, no Default or Event of Default shall have
occurred and be continuing or would occur as a consequence thereof;


 


(21)        the
Transactions, including the consummation of the Starz Acquisition pursuant to the terms of the Merger Agreement;


 


(22)        any
acquisition or production of Product in the ordinary course of business, to the extent such action would be considered an Investment;


 


(23)        Letters
of credit as to which the Issuer or a Restricted Subsidiary is the beneficiary and which are issued for the account of third party
investors in Product of the Issuer or a Restricted Subsidiary;


 


(24)        Investments
consisting of the contribution or transfer of the (A) Comic Con business or (B) Spanish-language OTT to an Unrestricted Subsidiary
or Joint Venture (or the transfer of Capital Stock in a Subsidiary that owns the Comic Con business or Spanish-language OTT, as
the case may be, such that such Subsidiary becomes a Joint Venture); provided that at the time of and after giving effect
to such Investment, (x) no Default shall have occurred and be continuing or would occur as a consequence thereof and (y) the Issuer’s
Net Secured Leverage Ratio shall be not greater than 5.25 to 1.00 on a Pro Forma Basis;


 


(25)        Investments
in any ProdCo in accordance with the definition of “Permitted Slate Transaction”; and


 


(26)        Guarantees
made in accordance with Section 4.09 and Section 4.15.


 


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


 


(1)          Liens
securing Indebtedness and other obligations Incurred pursuant to Section 4.09(c)(1)(A) or Section 4.09(c)(1)(B) (and Hedging Obligations
and banking services or cash management obligations secured therewith), including any Guarantees thereof;


 


(2)          pledges
or deposits by such Person under workers’ 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


 




    -24-


     


    

 


Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested
taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;


 


(3)          Liens
imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s and repairmen’s Liens;


 


(4)          Liens
for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or that are being contested in
good faith by appropriate proceedings; provided that any appropriate reserves required pursuant to GAAP have been made in
respect thereof;


 


(5)          Liens
in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances or similar obligations issued
pursuant to the request of and for the account of such Person in the ordinary course of its business;


 


(6)          encumbrances,
ground leases, 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, building codes or other restrictions or agreements (including, without
limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental
to the conduct of the business of such Person or to the ownership of its properties that do not in the aggregate materially impair
their use in the operation of the business of such Person;


 


(7)          Liens
securing Hedging Obligations so long as the related Indebtedness is permitted under this Indenture;


 


(8)          leases,
licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) that
do not materially interfere with the ordinary conduct of the business of the Issuer or any of the Restricted Subsidiaries;


 


(9)          Liens
arising out of attachments, judgments (to the extent not resulting in an Event of Default) or awards as to which an appeal or other
appropriate proceedings for contest or review are timely commenced (and as to which foreclosure and other enforcement proceedings
shall not have been commenced (unless fully bonded or otherwise effectively stayed)) and as to which any appropriate reserves have
been established in accordance with GAAP;


 


(10)        Liens
for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, mortgage financings,
purchase money obligations or other payments Incurred to finance assets or property (other than Capital Stock or other Investments)
acquired, constructed or improved; provided that:


 


(a)          the
aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this Indenture and
does not exceed the cost of the assets or property so acquired, constructed or improved; and


 




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(b)          such
Liens are created within 180 days of construction, acquisition or improvement of such assets or property and do not encumber any
other assets or property of the Issuer or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant
thereto;


 


(11)        Liens
arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a depositary institution;


 


(12)        Liens
arising from any applicable UCC, CCQ or PPSA financing statement filings or other similar filings regarding operating leases entered
into by the Issuer and the Restricted Subsidiaries;


 


(13)        Liens
existing on the Assumption Date (other than Liens permitted under clause (1) of this definition) (including, for the avoidance
of doubt, Liens on assets of Starz and its Subsidiaries);


 


(14)        Liens
on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however,
that such Liens are not created in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary;
provided, further, however, that any such Lien may not extend to any other property owned by the Issuer or
any Restricted Subsidiary;


 


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


 


(16)        [reserved];


 


(17)        [reserved];


 


(18)        Liens
securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Indebtedness
that was previously so secured pursuant to clauses (10), (13), (14), (15), (18), (25) and (38) of this definition; provided that
any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or
distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure)
the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;


 


(19)        any
interest or title of a lessor under any Capitalized Lease Obligation or operating lease;


 


(20)        [reserved];


 


(21)        Liens
to secure payment and performance obligations of the Issuer and Guarantors in connection with a revenue participation purchase
agreement or similar


 




    -26-


     


    

 


arrangement for third-party investments
in Product produced, acquired or distributed by the Issuer and such Guarantors in the ordinary course of business consistent with
past practice;


 


(22)        Liens
under industrial revenue, municipal or similar bonds;


 


(23)        Liens
to secure Negative Pick-up Obligations, Program Acquisition Guarantees and other direct or indirect guarantees (including minimum
guarantees) related to the acquisition, production or distribution of items of Product in the ordinary course of business to the
extent such Lien is limited solely to such item of Product related to such Negative Pick-up Obligation, Program Acquisition Guarantee
or other guarantee;


 


(24)        Liens
to secure Other Permitted Priority Indebtedness to the extent such Lien is limited solely to the item or items of Product or related
Production Accounts relating to such Other Permitted Priority Indebtedness;


 


(25)        Liens
securing Indebtedness in an aggregate principal amount outstanding at any one time not to exceed at the time of Incurrence thereof,
together with all other outstanding (x) Indebtedness secured by Liens pursuant to this clause (25) and (y) Refinancing Indebtedness
secured by Liens incurred under clause (18) above in respect of Indebtedness previously secured by Liens under this clause (25),
the greater of (a) $100,000,000 and (b) 1.25% of Total Assets;


 


(26)        Liens
on assets of a Subsidiary that is not a Guarantor securing Indebtedness of a Subsidiary that is not a Guarantor permitted to be
Incurred pursuant to Section 4.09;


 


(27)        Liens
in favor of guilds or unions (whether pursuant to written security agreements, any producer’s or distributor’s assumption
agreements, or otherwise), in each case which are required in the ordinary course of business pursuant to collective bargaining
agreements;


 


(28)        Liens
to secure distribution, exhibition and/or exploitation rights of licensees pursuant to Distribution Agreements or of licensors
from whom any of the Issuer or the Restricted Subsidiaries has (directly or indirectly) obtained any distribution rights or other
exploitation rights to any item of Product (or of Persons providing financing to obtain such rights) or Liens to secure production
advances on an item of Product; provided that such Liens are limited to such distribution, exhibition and/or exploitation
rights and the applicable revenue therefrom;


 


(29)        Liens
customarily granted or incurred in the ordinary course of business with regard to services rendered by laboratories and post-production
houses, record warehouses and suppliers of materials and equipment which secure outstanding trade payables;


 


(30)        possessory
Liens (other than those of laboratories and production houses) which (a) occur in the ordinary course of business, (b) secure normal
trade debt which is not yet due and payable and (c) do not secure Indebtedness;


 




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(31)        customary
Liens in favor of completion guarantors granted in connection with Completion Guaranties;


 


(32)        Liens
granted by the Issuer or any Restricted Subsidiary that is a Special Purpose Producer to secure outside production financing otherwise
permitted under this Indenture;


 


(33)        Liens
granted in connection with any Permitted Slate Financing in accordance with the definition thereof;


 


(34)        Liens
to secure Replication Advances permitted by Section 4.09(c)(14);


 


(35)        Liens
on tax credits to secure Indebtedness which is otherwise non-recourse to the Issuer or any Restricted Subsidiary, other than customary
representations and warranties;


 


(36)        Liens
granted by either MQP, any Services Company that is the Issuer or any Restricted Subsidiary, LGF or LGT to secure MQP’s obligations
to SGF pursuant to the SGF Co-Financing Arrangement;


 


(37)        Liens
in connection with reversion or turnaround rights with respect to a project in development;


 


(38)        Liens
granted by one or more of the Issuer and its Restricted Subsidiaries to secure Secured Funded Indebtedness permitted to be Incurred
pursuant to Section 4.09(a), or any refinancing of such Indebtedness permitted pursuant to Section 4.09(c)(11);


 


(39)        [reserved];


 


(40)        rights
or other interests granted under the Co-Publishing Agreement, dated April 5, 2013 and effective as of January 1, 2012, among Lions
Gate Music Publishing LLC and Lions Gate Records, Inc. and Warner/Chappell and its affiliated entities (as the same may be amended,
restated, supplemented, or otherwise modified from time to time); and


 


(41)        Liens
pursuant to the Escrow Agreement.


 


“Permitted Slate Financing”
means a financing arrangement in which two or more of the Issuer and/or Guarantor’s (as applicable) audio visual works (including
motion pictures) are partially financed through an arrangement with a third party (“Permitted Financier”) who
may be granted an interest in or share of the copyright, distribution rights, and/or certain financial proceeds from the subject
audio visual works (collectively, “Permitted Financier Rights”) in connection with such financing arrangement;
provided that (i) the only recourse of the Permitted Financier in connection with such arrangement against the Issuer or
such Guarantor shall be limited to the Permitted Financier Rights, interests in related Production Accounts (if any), and customary
representations and warranties given by the Issuer and/or Guarantor in connection with such arrangement and (ii) any such interest
granted to the Permitted Financier in the Permitted Financier Rights and the other terms of such arrangement


 




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shall be reasonable and on an arm’s
length basis and consistent with customary practice for transactions of such nature (as determined in good faith by the Issuer).


 


“Permitted Slate Transaction”
shall mean a transaction which the Issuer and/or the Guarantors may at their option consummate and which satisfies all of the following
criteria: (1) the borrower or the issuer in such transaction (each, a “ProdCo”) will be a new corporation, limited
liability company or limited partnership formed solely for the purpose of a Permitted Slate Transaction; (2) each ProdCo will not
engage in any business other than producing, acquiring or funding the print and advertising expenses of items of Product to be
distributed by the Issuer or one or more Guarantors; (3) the Issuer or any Guarantor and the other third party investors or financiers
in such transaction will acquire (a) shares, membership interests, limited partnership interests, or other Capital Stock, in the
applicable ProdCo and/or (b) revenue participations in the items of Product to be produced by such ProdCo; (4) such ProdCo will
not be a Guarantor; (5) each ProdCo will acquire from the Issuer or the Guarantors ownership of items of Product; (6) each ProdCo
will grant to the Issuer or any Guarantor distribution and exploitation rights in those items of Product acquired by such ProdCo;
(7) nothing in the documentation and/or structure for a Permitted Slate Transaction shall permit ProdCo to distribute the contractually
mandated revenue generated thereby except on a pro rata or a basis which is greater than pro rata in favor of the Issuer or a Guarantor,
other than a customary production fee or interest return on the amount invested (provided, however, that if this condition is not
satisfied, such transaction will qualify as a Permitted Slate Transaction, but the Investment in such transaction will be included
in and subject to the Slate Cap); and (8) ProdCo may not incur Indebtedness other than Subordinated Obligations (provided,
however, that if this condition is not satisfied, such transaction will qualify as a Permitted Slate Transaction, but the
Investment in such transaction will be included in and subject to the Slate Cap).


 


“Person” shall mean any
natural person, corporation, division of a corporation, limited liability company, partnership, trust, joint venture, association,
company, estate, unincorporated organization or government or any agency or political subdivision thereof.


 


“Pilgrim JV” means Pilgrim
Media Group, LLC.


 


“PPSA” shall mean the Personal
Property Security Act, B.C. 1996 chapter 359 as heretofore and hereafter amended and in effect in the Province of British Columbia,
or, where the context requires, the legislation of the other provinces or territories of Canada (other than Quebec) relating to
security in personal property generally, including accounts receivable, as adopted by and in effect from time to time in such provinces
or territories of Canada, as applicable.


 


“Preferred Stock,” as applied
to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) that is preferred as
to the payment of dividends upon liquidation, dissolution or winding up.


 


“Pro Forma Basis” shall
mean, as to any Person, for any events as described that occur subsequent to the commencement of a period, such calculation as
will give pro forma effect to such events as if such events occurred on the first day of such period (the “Reference Period”):


 




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(1)          the
Transactions, any Asset Sale, any asset acquisition or Investment (or series of related Investments) permitted under this Indenture,
in each case, in excess of $25,000,000, any merger, amalgamation, consolidation (or any similar transaction or transactions) and
any dividend, distribution or other similar payment;


 


(2)          any
operational changes or restructurings of the business of the Issuer or any of its Restricted Subsidiaries that the Issuer or any
of its Restricted Subsidiaries has determined to make and/or made during or subsequent to the Reference Period (including in connection
with an Asset Sale or asset acquisition described in clause (1) above) and which are expected to have a continuing impact and are
factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and other operational
changes and other cost savings in connection therewith;


 


(3)         the
designation of any Subsidiary as an Unrestricted Subsidiary or of any Unrestricted Subsidiary as a Subsidiary;


 


(4)         any
incurrence, repayment, repurchase or redemption of Indebtedness (or any issuance, repurchase or redemption of Disqualified Stock
or preferred stock), other than fluctuations in revolving borrowings in the ordinary course of business (and not resulting from
a transaction as described in clause (1) above); and


 


(5)         any
other event, in each case that by the terms of this Indenture requires a test, financial ratio or covenant to be calculated on
a “Pro Forma Basis.”


 


Pro forma calculations made pursuant to this
definition shall be determined in good faith by the Issuer, and shall be made without duplication of amounts already included pursuant
to the definition of “Adjusted EBITDA.” Any such pro forma calculation may include adjustments appropriate, in the
reasonable good faith determination of the Issuer to reflect operating expense reductions, other operating improvements, synergies
or such operational changes or restructurings described in clause (2) of the immediately preceding paragraph reasonably expected
to result from the applicable pro forma event in the 18 month period following the consummation of such pro forma event; provided
that the aggregate amount of such adjustments described in clause (2) of the immediately preceding paragraph that do not either
(X) comply with Article 11 of Regulation S-X for any Reference Period or (Y) relate to or arise from the Transaction (the “Non-S-X
Adjustment Amount”) shall not, when aggregated with the amount of any increase to Adjusted EBITDA pursuant to clause
(5) thereof for such Reference Period, exceed 15% of Adjusted EBITDA for such Reference Period.


 


If any Indebtedness bears a floating rate
of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect
on the date on which the relevant calculation is being made had been the applicable rate for the entire period (taking into account
any hedging obligations applicable to such Indebtedness if such hedging obligation has a remaining term in excess of 12 months).
Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer to
be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed
based upon the average daily balance of such Indebtedness during the applicable period, except to the extent the outstanding borrowings
thereunder are reasonably expected to increase as a result of any


 




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transactions described in clause (1) of the
first paragraph of this definition of “Pro Forma Basis” which occurred during the respective period or thereafter and
on or prior to the date of determination. Interest on Indebtedness that may optionally be determined at an interest rate based
upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based
upon the rate actually chosen, or, if none, then based upon such applicable optional rate as the Issuer may designate.


 


In the event that any financial ratio is being
calculated for purposes of determining whether Indebtedness or any Lien relating thereto may be incurred, the Issuer may elect,
pursuant to an Officers’ Certificate thereof delivered to the Trustee, to treat all or any portion of the commitment relating
thereto as being incurred at the time of such commitment (such election to be consistently applied for all purposes under this
Indenture), in which case Indebtedness in an amount equal to such commitment shall be deemed to be outstanding for all financial
calculations until such commitment is terminated, but any subsequent incurrence of Indebtedness under such commitment shall not
be deemed, for purposes of this calculation, to be an incurrence at such subsequent time.


 


“Product” means any motion
picture, live event, film, music or video tape or other audio-visual work or episode thereof produced for theatrical, non-theatrical
or television release or for exploitation in any other medium (including, without limitation; interactive media, multi-channel
and digital platforms, stage plays, museum tours, theme parks or other location-based entertainment), in each case whether recorded
on film, videotape, cassette, cartridge, disc or on or by any other means, method, process or device whether now known or hereafter
devised, with respect to which the Issuer or any of its Restricted Subsidiaries (1) is the copyright owner or (2) acquires an equity
interest or distribution or sales agency rights. The term “item of Product” shall include, without limitation, the
scenario, screenplay or script upon which such item of Product is based, all of the properties thereof, tangible and intangible,
and whether now in existence or hereafter to be made or produced, whether or not in possession of the Issuer and the Restricted
Subsidiaries, and all rights therein and thereto, of every kind and character.


 


“Production Account” means
any demand deposit account established by the Issuer or any Guarantor at a commercial bank for the sole purpose of paying the production
costs of a particular item of Product (or, in connection with any Permitted Slate Financing, the audio visual works (including
motion pictures) to which such Permitted Slate Financing relates) in the ordinary course of business.


 


“Program Acquisition Guarantees”
means any commitment of the Issuer or any Restricted Subsidiary to a producer or owner of Product in conjunction with the acquisition
of Product, distribution rights or sales agency rights in Product by the Issuer or such Restricted Subsidiary to the effect that
(1) the gross revenues to be generated in the future from the exploitation of such Product or the net revenues to be received by
such producer or owner from the exploitation of such Product are reasonably anticipated by the Issuer to equal or exceed an amount
specified in the acquisition agreement related to such Product or (2) otherwise requires payment by the Issuer or Restricted Subsidiary
of a minimum amount specified in the acquisition agreement related to such Product regardless of actual performance of such Product.


 


“Rating Agencies” means
each of S&P and Moody’s or if S&P or Moody’s or both of them shall not make a rating on the Notes publicly
available, a nationally recognized


 




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statistical rating agency or agencies, as
the case may be, selected by the Issuer which shall be substituted for S&P or Moody’s as the case may be.


 


“Record Date” for the interest
payable on any applicable Interest Payment Date means April 15 or October 15 (whether or not a Business Day) next preceding
such Interest Payment Date.


 


“Refinancing Indebtedness”
means Indebtedness that is Incurred in exchange for, or to refund, refinance, replace, exchange, renew, repay or extend (including
pursuant to any defeasance or discharge mechanism) (collectively, with “refinance,” “refinances” and “refinanced”
each having a correlative meaning) any Indebtedness being refinanced (or previous refinancing thereof); provided, however,
that:


 


(1)          the
Refinancing Indebtedness has a Stated Maturity no earlier than the earlier of (a) the Stated Maturity of the Indebtedness being
refinanced or (b) 91 days later than the stated Maturity of the Notes;


 


(2)          the
Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater
than the lesser of (a) the remaining Average Life of the Indebtedness being refinanced or (b) 91 days after the remaining Average
Life of the Notes;


 


(3)          such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate
issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount,
the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, interest or premiums
required by the instruments governing such existing Indebtedness, any tender premiums with respect thereto, and fees and expenses
Incurred in connection therewith);


 


(4)          if
the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Notes Guarantee, such Refinancing Indebtedness
is subordinated in right of payment to the Notes or the Notes Guarantee on terms in the aggregate not materially less favorable
to the Holders than those contained in the documentation governing the Indebtedness being refinanced (as determined by the Issuer
in good faith); and


 


(5)          Refinancing
Indebtedness shall not include Indebtedness of a Non-Guarantor Subsidiary that refinances Indebtedness of the Issuer or a Guarantor.


 


“Related Business” means
the (1) development, production, distribution, acquisition or disposition of intellectual properties including films, live event,
television, interactive media, music and video product or any other audio-visual work and/or rights therein or thereto, (2) operation
of physical production facilities, (3) acquisition and operation of television channels and internet or digital distribution platforms
and (4) any business which is related, ancillary or complementary to any of the foregoing activities, including, without limitation,
the acquisition and operation of theme parks, museum tours, stage plays or other live or location-based entertainment.


 


“Replication Advances”
means advances incurred pursuant to DVD replication, tape duplication or film processing transactions which require repayment if
certain volume


 




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commitments are not fulfilled; provided
that repayment of such advances (1) may not be accelerated or be required to be paid on demand unless such repayment obligation
is completely unsecured, (2) do not require cash payments of interest and (3) are on terms at least as favorable as the Issuer’s
or such Restricted Subsidiary’s current replication deals.


 


“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, any other officer to whom any corporate trust matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.


 


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


 


“Restricted Subsidiary”
means any Subsidiary of the Issuer (or LGEC prior to the Assumption Date) other than an Unrestricted Subsidiary.


 


“S&P” means Standard &
Poor’s Ratings Group, Inc. and any successor to its rating agency business.


 


“Sale/Leaseback Transaction”
means an arrangement relating to property now owned or hereafter acquired whereby the Issuer or a Restricted Subsidiary transfers
such property to a Person (other than the Issuer or any of its Restricted Subsidiaries) and the Issuer or a Restricted Subsidiary
leases it from such Person.


 


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


 


“Secured Funded Indebtedness”
shall mean Consolidated Debt of the Issuer and its Restricted Subsidiaries that is secured by a Lien on any asset of the Issuer
or any Restricted Subsidiary which is (a) not a Permitted Lien or (b) a Permitted Lien incurred pursuant to (x) clause (1), (10),
(13), (15), (25) or (38) of the definition thereof or (y) clause (18) thereof to the extent the Lien incurred pursuant to clause
(18) refinanced a Lien previously incurred pursuant to a clause set forth in the foregoing clause (x).


 


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


 


“Senior Credit Facility”
means (1) the Credit and Guarantee Agreement, to be dated as of the Assumption Date, among the Issuer, as borrower, the guarantors
referred to therein, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as Administrative Agent, as the same may be
amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (including increasing
the amount loaned thereunder; provided that such additional Indebtedness is Incurred in accordance with Section 4.09) and
(2) if the Senior Credit Facility described in clause (1) is not outstanding, if designated by the Issuer to be included in the
definition of “Senior Credit Facility,” one or more related debt facilities or commercial paper facilities with banks
or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale
of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters
of credit, debt securities, indentures or other forms of debt financing, in each case with the same or different borrowers or issuers,
and as the same may be amended, supplemented, restated, modified, renewed, refunded, replaced or refinanced in whole


 




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or in part from time to time. For the avoidance
of doubt, the Senior Credit Facility shall not include the Bridge Facility.


 


“Services Company” means
a corporation (which may or may not be a subsidiary of the Issuer) having a permanent establishment in Québec which provides
production services pursuant to a production services agreement between MQP and such Services Company.


 


“SGF” means SGF Entertainment
Inc., a subsidiary of the Société Générale Financement du Québec and its successors.


 


“SGF Co-Financing Arrangement”
means the co-financing arrangement by and among MQP, the Issuer and SGF pursuant to which, among other things, (1) MQP agreed to
sell revenue participation interests in certain motion pictures and television productions to SGF pursuant to that certain Revenue
Participation Purchase Agreement among MQP, SGF, LGF and LGT dated as of July 25, 2007, (2) MQP licensed certain motion pictures
to LGF pursuant to that certain Master Distribution Agreement (Film Productions) between MQP and LGF, dated as of July 25, 2007
and (3) MQP agreed to license certain television productions to LGT pursuant to that certain Master Distribution Agreement (Television
Productions) between MQP and LGT, dated as of July 25, 2007.


 


“Significant Subsidiary”
means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer (or the Issuer prior to the
Assumption Date) within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.


 


“Slate Cap” shall mean,
at any time, the greater of (a) $300,000,000 (plus any returns of capital actually received by the Issuer and the Guarantors in
respect of Investments made after the Assumption Date by them in all Permitted Slate Transactions) or (b) 3.5% of Total Assets
at such time.


 


“Spanish-language OTT”
means the Issuer’s current Spanish-language subscription video on demand service (as such service may continue to organically
evolve) or other related service operated by the Issuer, its Subsidiaries or its designees.


 


“Special Mandatory Redemption Trigger
Event” means the occurrence of either of the following events: (1) the Escrow Agent shall not have received a Release
Notice (as defined in the Escrow Agreement) on or prior to the then-applicable Outside Date from the Issuer certifying that the
Release Conditions (as defined in the Escrow Agreement) will be satisfied on or prior to such then-applicable Outside Date or (2)
the Issuer shall notify the Escrow Agent in writing that (A) LGEC (together with its Subsidiaries) will not pursue the consummation
of the Starz Acquisition or (B) the Merger Agreement has been validly terminated in accordance with its terms.


 


“Special Purpose Producer”
means a special purpose corporation or limited liability company formed solely for the purpose of producing a Product or any audio-visual
product or live or location-based entertainment which, in each case, will be purchased or distributed in whole or in part by the
Issuer or any of its Restricted Subsidiaries.


 


“Starz” means Starz, a
Delaware corporation, and its successors.


 




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“Starz Acquisition” means
the acquisition by LGEC, directly or indirectly, whether by merger with or into any Subsidiary of LGEC or otherwise, of Starz.


 


“Stated Maturity” means,
with respect to any security, the date specified in the agreement governing or certificate relating to such Indebtedness as the
fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption
provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date
originally scheduled for the payment thereof.


 


“Subordinated Obligation”
means any Indebtedness of the Issuer or any Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinated
or junior in right of payment to the Notes or the Notes Guarantees pursuant to a written agreement. For the avoidance of doubt,
such determination will be made without reference to the presence or absence of security in respect of any such Indebtedness.


 


“Subsidiary” of any Person
means (x) (1) any corporation, association or other business entity (other than a partnership, joint venture, limited liability
company, unlimited liability company or similar entity) of which more than 50% of the total ordinary 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 (or Persons performing similar functions) or (2) any partnership, joint venture, limited liability company, unlimited
liability company or similar entity of which more than 50% of the capital accounts, distribution rights, total equity and voting
interests or general or limited partnership interests, as applicable, is, in the case of clauses (1) and (2), at the time owned
or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one
or more Subsidiaries of such Person and (y) any corporation, association or other business entity (including any partnership, joint
venture, limited liability company, unlimited liability company or similar entity) (1) as to which such Person possesses, directly
or indirectly, the power to direct or cause the direction of the management or policies thereof, whether through the ownership
of voting securities, by contract or otherwise and (2) which is consolidated with such Person pursuant to GAAP. Unless otherwise
specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Issuer.


 


“Test Period” means, on
any date of determination, the period of four consecutive fiscal quarters of the Issuer most recently ended for which financial
statements of the Issuer have been (or were required to be) delivered pursuant to Section 4.03; provided that prior to the
first date financial statements are required to be so delivered, the Test Period in effect shall be the most recently ended full
four fiscal quarter period prior to the Assumption Date for which financial statements would have been required to be delivered
hereunder had the Assumption Date occurred prior to the end of such period.


 


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


 


“Transactions” shall mean,
collectively, (1) the transactions on the Assumption Date contemplated by the Senior Credit Facility (including the borrowing of
the funding provided thereunder) and the other agreements entered into in connection therewith, (2) the Starz Acquisition and the
transactions to occur pursuant to or in connection with the Merger Agreement, (3) the issue and sale of the Initial Notes pursuant
to this Indenture, (4) the


 




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Assumption, (5) the entry into and borrowing
of an aggregate principal amount of $150,000,000 under the Bridge Facility, (6) repayment, redemption, defeasance, discharge and
termination in full of all existing third party debt for borrowed money of (a) LGEC and its Subsidiaries under (i) the Second Lien
Credit and Guarantee Agreement, dated as of March 17, 2015 (as amended, supplemented, modified, renewed or replaced prior to the
date hereof), among LGEC, the guarantors referred to therein, certain lenders parties thereto and JPMorgan Chase Bank, N.A., as
administrative agent, (ii) the Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement, dated as of September
27, 2012, among LGEI, as borrower, the guarantors referred to therein, the lenders referred to therein, and JPMorgan Chase Bank,
N.A., as administrative agent and issuing bank, as amended by Amendment No. 1 thereto, dated as of December 20, 2013, pursuant
to which LGEC became the borrower thereunder, and as amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time prior to the date hereof, and (iii) LGEC’s 5.25% Senior Secured Second-Priority Notes
due 2018, which were issued pursuant to that certain Indenture, dated as of July 19, 2013 (as amended, supplemented, modified,
renewed or replaced prior to the date hereof), by and among LGEC, the other guarantors referred to therein and U.S. Bank National
Association, as trustee, and, in each case, the termination and release of all guarantees and Liens (if any) in respect thereof,
and (b) Starz and its Subsidiaries under (i) the Credit Agreement, dated as of April 20, 2015 among Starz, LLC, as the borrower,
the Bank of Nova Scotia, as administrative agent, and the other parties named therein and (ii) Starz, LLC and Starz Finance Corp.’s
5.00% Senior Notes due 2019, which were issued pursuant to that certain Indenture, dated as of September 13, 2012, by and among
Starz, LLC and Starz Finance Corp. as issuers, the guarantors named therein and U.S. Bank National Association, as trustee, and,
in each case, the termination and release of all guarantees and Liens (if any) in respect thereof, (7) the dissolution of FinanceCo
immediately following the consummation of the Starz Acquisition and (8) the payment of fees, costs and expenses incurred in connection
with the Transactions.


 


“Transfer Restricted Notes”
means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.


 


“Treasury Rate” means the
yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) which 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 or similar
market data)) most nearly equal to the period from the redemption date to November 1, 2019; provided, however, that
if the period from the redemption date to November 1, 2019 is not equal to the constant maturity of a United States Treasury security
for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except
that if the period from the redemption date to November 1, 2019 is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year shall be used.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended.


 


“Trustee” means Deutsche
Bank Trust Company Americas, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture
and thereafter means the successor serving hereunder.


 




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“UCC” shall mean the Uniform
Commercial Code as in effect from time to time in applicable jurisdictions of the United States of America.


 


“Unrestricted Cash” means,
as of any date, all cash and Cash Equivalents owned by the Issuer or any Restricted Subsidiary which would not appear as “restricted”
on a consolidated balance sheet of the Issuer as of such date. For purposes of determining the ability to Incur any other Indebtedness
permitted to be incurred under Section 4.09, the proceeds of any such Incurred Indebtedness shall be disregarded in determining
Unrestricted Cash when calculating the Net Secured Leverage Ratio and/or the Net Total Leverage Ratio as of such date.


 


“Unrestricted Subsidiary”
means:


 


(1)          any
Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Issuer in the
manner provided below; and


 


(2)          any
Subsidiary of an Unrestricted Subsidiary.


 


The Issuer may designate any Subsidiary
of the Issuer (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, amalgamation
or consolidation or Investment therein) to be an Unrestricted Subsidiary only if:


 


(1)          such
Subsidiary (or any of its Subsidiaries) does not own any Capital Stock of any Subsidiary which, following such designation, will
remain a Restricted Subsidiary, or hold any Lien on any property of the Issuer or any Subsidiary which, following such designation,
will remain a Restricted Subsidiary of the Issuer;


 


(2)          any
Guarantee by the Issuer or any Restricted Subsidiary of any Indebtedness of such Subsidiary (or any of its Subsidiaries) shall
be deemed an “Incurrence” of such Indebtedness and an “Investment” by the Issuer or such Restricted Subsidiary
and complies with Section 4.09;


 


(3)          such
designation and the Investment of the Issuer in such Subsidiary complies with Section 4.07;


 


(4)          such
Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly,
all or substantially all of the business of the Issuer and its Subsidiaries.


 


Any such designation by the Issuer shall be
evidenced to the Trustee by filing with the Trustee an Officers’ Certificate giving effect to such designation and certifying
that such designation complies with the foregoing conditions.


 


An Officer of the Issuer may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation,
(x) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (y) the Net
Secured Leverage Ratio, on a Pro Forma Basis, would not be greater than 5.25 to 1.00.


 


For the avoidance of doubt, the Issuer shall
be permitted to designate any Subsidiary to be a Restricted Subsidiary or Unrestricted Subsidiary, in each case, in accordance


 




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with the terms of this Indenture, notwithstanding
the designation of such Subsidiary under any other agreement; provided, however, that no Subsidiary may be designated as
an Unrestricted Subsidiary or subsequently re-designated as a Restricted Subsidiary unless it is simultaneously so designated or
re-designated, as applicable, under the Senior Credit Facility and the Bridge Facility (to the extent outstanding).


 


Notwithstanding the foregoing, as of the Assumption
Date, the Initial Unrestricted Subsidiaries and each of their Subsidiaries shall be Unrestricted Subsidiaries.


 


“U.S.” means the United
States of America.


 


“Voting Stock” of a Person
means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors,
managers or trustees, as applicable, of such Person.


 


“Wholly-Owned Subsidiary”
means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the
Issuer or another Wholly-Owned Subsidiary.


 


Section
1.02         Other Definitions.


 


	Term	 	Defined in Section
	“Additional Amounts”	 	4.01(c)(3)
	“Affiliate Transaction”	 	4.11(a)
	“Agent Members”	 	2.1(d) of Appendix A
	“Applicable Law”	 	12.16
	“Applicable Procedures”	 	1.1(a) of Appendix A
	“Asset Sale Offer Amount”	 	3.09(b)
	“Asset Sale Offer Period”	 	3.09(b)
	“Asset Sale Offer”	 	4.10(b)
	“Asset Sale Purchase Date”	 	3.09(b)
	“Asset Sale Threshold Amount”	 	4.10(b)
	“Authentication Order”	 	2.02(c)
	“Automatic Exchange”	 	2.3(e) of Appendix A
	“Automatic Exchange Date”	 	2.3(e) of Appendix A
	“Automatic Exchange Notice”	 	2.3(e) of Appendix A
	“Automatic Exchange Notice Date”	 	2.3(e) of Appendix A
	“Change in Tax Law”	 	3.07(f)
	“Change of Control Offer”	 	4.14(a)
	“Change of Control Payment Date”	 	4.14(a)(2)
	“Change of Control Payment”	 	4.14(a)
	“Claiming Guarantor”	 	10.08
	“Clearstream”	 	1.1(a) of Appendix A
	“Contributing Guarantor”	 	10.08
	“Covenant Defeasance”	 	8.03
	“Covenant Suspension Event”	 	4.16(a)
	“Distribution Compliance Period”	 	1.1(a) of Appendix A
	“Euroclear”	 	1.1(a) of Appendix A
	“Event of Default”	 	6.01(a)


 




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	Term	 	Defined in Section
	“Excess Proceeds”	 	4.10(b)
	“Expiration Date”	 	1.05(j)
	“Extended Outside Date”	 	1.01 – definition of “Outside Date”
	“Extension Election”	 	1.01 – definition of “Outside Date”
	“Global Note”	 	2.1(b) of Appendix A
	“Global Notes Legend”	 	2.3(f)(i) of Appendix A
	“IAI”	 	1.1(a) of Appendix A
	“IAI Global Note”	 	2.1(b) of Appendix A
	“Incremental Equivalent Debt”	 	4.09(c)(1)
	“Initial Global Note”	 	2.1(b) of Appendix A
	“Intra-Group Liabilities”	 	10.02
	“Legal Defeasance”	 	8.02(a)
	“Luxembourg Guarantor”	 	10.02
	“Non-S-X Adjustment Amount”	 	1.01 – definition of “Pro Forma Basis”
	“Note Register”	 	2.03(a)
	“OID Notes Legend”	 	2.3(f)(i) of Appendix A
	“Paying Agent”	 	2.03(a)
	“QIB”	 	1.1(a) of Appendix A
	“Reference Period”	 	1.01 – definition of “Pro Forma Basis”
	“Registrar”	 	2.03(a)
	“Regulation”	 	10.02(b)
	“Regulation S”	 	1.1(a) of Appendix A
	“Regulation S Global Note”	 	2.1(b) of Appendix A
	“Regulation S Notes”	 	1.1(a) of Appendix A
	“Regulation S Permanent Global Notes”	 	1.1(a) of Appendix A
	“Regulation S Temporary Global Notes”	 	1.1(a) of Appendix A
	“Regulation S Temporary Global Notes Legend”	 	2.3(f)(i) of Appendix A
	“Reinstatement Date”	 	4.16(b)
	“Relevant Taxing Authority”	 	4.01(c)
	“Relevant Taxing Jurisdiction”	 	4.01(c)
	“Restricted Asset Sale Amount”	 	4.10(d)
	“Restricted Notes Legend”	 	2.3(f)(i) of Appendix A
	“Restricted Payment”	 	4.07(a)
	“Rule 144”	 	1.1(a) of Appendix A
	“Rule 144A”	 	1.1(a) of Appendix A
	“Rule 144A Global Note”	 	2.1(b) of Appendix A
	“Rule 144A Notes”	 	1.1(a) of Appendix A
	“Rule 501”	 	1.1(a) of Appendix A
	“Rule 904”	 	1.1(a) of Appendix A
	“Special Mandatory Redemption”	 	3.08
	“Special Mandatory Redemption Date”	 	3.08
	“Successor Guarantor”	 	5.01(c)(1)
	“Successor Issuer”	 	5.01(a)(1)


 




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	Term	 	Defined in Section
	“Suspended Covenants”	 	4.16(a)
	“Suspension Period”	 	4.16(b)
	“Tax Redemption Date”	 	3.07(f)
	“Unrestricted Global Note”	 	1.1(a) of Appendix A


 


Section
1.03         Rules of Construction.


 


Unless the context otherwise requires:


 


(1)          a
term defined in Section 1.01 or 1.02 has the meaning assigned to it therein;


 


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


 


(3)          “or”
is not exclusive;


 


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


 


(5)          [reserved];


 


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


 


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


 


(8)          “including”
means including without limitation;


 


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


 


(10)        unless
otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications
to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the terms
of this Indenture; and


 


(11)        unless
otherwise provided, in the event that a transaction meets the criteria of more than one category of permitted transactions or listed
exceptions, the Issuer may classify such transaction as it, in its sole discretion, determines.


 


Section
1.04         [reserved].


 




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Section
1.05         Acts of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required,
to the Issuer and the Guarantors.


 


(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved (1) 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 or (2) in any other
manner deemed reasonably sufficient by the Trustee. 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, the Issuer or the Guarantors 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 make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or to vote on any action
authorized or permitted to be taken by Holders. If any record date is set pursuant to this clause (e), the Holders on such record
date, and only such Holders, 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; provided that no such action
shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Notes, or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant
to this paragraph, the Issuer, at its own expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each Holder in the manner set forth in Section 12.02.


 


(f)          The
Trustee may set any day as a record date for the purpose of determining the Holders entitled to join in the giving or making of
(1) any notice of Default, (2) any declaration of acceleration referred to in Section 6.02, (3) any direction referred to in Section
6.05 or (4) any request to pursue remedies referred to in Section 6.06(b). If any record date is set pursuant to this Section 1.05(f),
the Holders on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders


 




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remain Holders after such record date; provided
that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Notes or each affected Holder, as applicable, on such record date. Promptly after any record
date is set pursuant to this Section 1.05(f), the Trustee, at the Issuer’s expense, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be given to the Issuer and to each Holder in the manner set
forth in Section 12.02.


 


(g)          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 Section 1.05(g)shall have the same effect as if
given or taken by separate Holders of each such different part.


 


(h)          Without
limiting the generality of the foregoing, a Holder, including a Depositary 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 a Depositary 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.


 


(i)          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 a Depositary entitled under the procedures of such Depositary, if any, 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; provided that if such a record date is fixed, only the Holders on such record date
or their duly appointed proxy or proxies 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 effective hereunder unless made, given or taken on or
prior to the applicable Expiration Date.


 


(j)           With
respect to any record date set pursuant to this Section 1.05, the party hereto that sets such record dates may designate any day
as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Notes in the manner set forth in Section 12.02, on or prior to the existing Expiration Date. If
an Expiration Date is not designated with respect to any record date set pursuant to this Section 1.05, the party hereto which
set such record date shall be deemed to have initially designated the 120th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided in this clause (j).


 




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Article
2



THE NOTES


 


Section
2.01         Form and Dating; Terms.


 


(a)          Provisions
relating to the Initial Notes and Additional Notes are set forth in Appendix A hereto, which is hereby incorporated in and
expressly made a part of this Indenture. The Initial Notes and the Trustee’s certificate of authentication, and any Additional
Notes and the Trustee’s certificate of authentication, shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements
required by law, rules or agreements with national securities exchanges to which the Issuer or any Guarantor is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note shall
be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.


 


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


 


(c)          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.


 


(d)          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 (other than Issue Date, issue price and first Interest Payment Date) as the Initial
Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance
with Section 4.09. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.


 


(e)          For
purposes of the Interest Act (Canada), the rate of interest payable under the Notes, when expressed as an annual rate of
interest, is equivalent to (x) the applicable rate payable based on a year of 360 days, (y) multiplied by the actual number of
days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 360.


 


Section
2.02         Execution and Authentication.


 


(a)          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.


 


(b)          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 by the manual signature of the Trustee. The Trustee’s signature shall be conclusive
evidence that the Note has been duly authenticated and delivered under this Indenture.


 




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(c)          On
the Issue Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication
Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon
an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication
Order for such Additional Notes issued hereunder.


 


(d)          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.


 


(a)          The
Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and at least one 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. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.


 


(b)          The
Issuer initially appoints 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, no later than 11:00 a.m.
(New York City time) on each due date for the payment of principal of and premium, if any, and interest on any of the Notes, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders entitled to the same, and
(unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. 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 of and premium, if any, and
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.


 




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Section
2.05         Holder Lists.


 


The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee
is not the Registrar, the Issuer shall furnish to the Trustee at least two 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.


 


Section
2.06         Transfer and Exchange.


 


(a)          The
Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer
and in compliance with Appendix A.


 


(b)          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 or at the Registrar’s request.


 


(c)          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 (other than pursuant to Section 2.07), but the Holders shall be required to pay any transfer
tax or other governmental taxes and fees in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Section 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05).


 


(d)          Neither
the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part.


 


(e)          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.


 


(f)          Neither
the Issuer or the Registrar shall be required (1) 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 and ending
at the close of business on the day of selection, (2) 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 (3) to register the transfer of or to
exchange a Note between a Record Date and the next succeeding Interest Payment Date.


 


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


 


(h)          Upon
surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the
Issuer shall execute, and the Trustee


 




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shall authenticate and mail (or cause to be
transferred by book entry), 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.


 


(i)          At
the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate
principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive
Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail (or cause to be transferred
by book entry), 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.


 


(j)          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 mail or by facsimile or electronic transmission.


 


Section
2.07         Replacement Notes.


 


If a mutilated Note is surrendered to the
Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken and the Trustee receives evidence to its
satisfaction of the ownership and loss, destruction or theft of such 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 provided by the Holder that is sufficient in the judgment of the Trustee and the
Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if
a Note is replaced. The Issuer may charge the Holder for the expenses of the Issuer and the Trustee 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.


 


(a)          The
Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions
hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease
to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; provided that Notes held by the Issuer
or a Subsidiary of the Issuer will not be deemed to be outstanding for purposes of Section 3.07(d) or Section 4.10(f).


 


(b)          If
a Note is replaced pursuant to Section 2.07 it ceases to be outstanding unless the Trustee receives proof satisfactory to it that
the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in
effect in the State of New York.


 


(c)          If
the principal amount of any Note is considered paid under Section 4.01, from and after such date it ceases to be outstanding and
interest on it ceases to accrue.


 


(d)          If
the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on the maturity date, any redemption
date or any date of purchase pursuant to


 




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an Offer to Purchase, money sufficient to pay Notes payable
or to be redeemed or purchased 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
requisite principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate
of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are
so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with
respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of
such other obligor.


 


Section
2.10         Temporary Notes.


 


Until definitive Notes are ready for delivery,
the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for
temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and
the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Holders and beneficial holders, as the case may
be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes
under this Indenture.


 


Section
2.11         Cancellation.


 


The Issuer at any time may deliver Notes to
the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration
of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one
else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall
destroy canceled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall, upon the written request of the Issuer, be delivered to the
Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.


 


Section
2.12         Defaulted Interest.


 


(a)          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. 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


 




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entitled to such defaulted interest as provided
in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided
that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The
Trustee shall promptly notify the Issuer of such special record date. At least 10 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 send, or cause to
be sent to each Holder a notice that states the special record date, the related payment date and the amount of such interest to
be paid.


 


(b)          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
interest, 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
or exchange or in Offers to Purchase 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 or exchange
or in Offers to Purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any
such redemption or exchange or Offer to Purchase shall not be affected by any defect in or omission of such numbers. The Issuer
shall as promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN numbers.


 


Article
3



REDEMPTION


 


Section
3.01         Notices to Trustee.


 


If the Issuer elects to redeem Notes pursuant
to Section 3.07, it shall furnish to the Trustee, at least five Business Days before notice of redemption is required to be sent
or caused to be sent to Holders pursuant to Section 3.03 (unless a shorter notice period shall be agreed to by the Trustee), an
Officers’ Certificate setting forth (1) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant
to which the redemption shall occur, (2) the redemption date, (3) the principal amount of the Notes to be redeemed and (4) the
redemption price.


 


Section
3.02         Selection of Notes to Be Redeemed or Purchased.


 


(a)          If
less than all of the Notes are to be so redeemed pursuant to Section 3.07 or purchased in an Offer to Purchase at any time, the
Trustee shall select the Notes to be redeemed or purchased on a pro rata basis or, by lot or by such other method as the
Trustee shall deem fair and appropriate, and, in the case of Global Notes, in accordance with the procedures of the Depositary
unless otherwise required by law. 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 then outstanding Notes not previously called for redemption or purchase.


 




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(b)          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 portion of the principal amount thereof to be redeemed or purchased. Notes and
portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000 in excess thereof; no Notes of $2,000 or
less shall be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding
amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, 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.


 


(c)          After
the redemption date, upon surrender of a Note to be redeemed in part only, 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 (or appropriate book entries shall be made to reflect such partial
redemption).


 


Section
3.03         Notice of Redemption.


 


(a)          Subject
to Section 3.09, the Issuer shall send, or cause to be sent notices of redemption of Notes at least 30 days but not more than
60 days before the redemption date to each Holder whose Notes are to be redeemed pursuant to this Article at such Holder’s
registered address or otherwise in accordance with the procedures of the Depositary, except that redemption notices may be sent
more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 12, or is delayed
in accordance with Section 3.07(e) and fewer than 30 days before the redemption date if the notice is issued in connection
with Section 3.08. Notices of redemption may be conditional as set forth in Section 3.07(e).


 


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


 


(1)          the
redemption date;


 


(2)          the
redemption price and the amount of any accrued and unpaid interest to the redemption date;


 


(3)          if
any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed;


 


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


 


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


 


(6)          that,
unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant
to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption date;


 


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


 




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


 


(9)          any
condition to such redemption.


 


(c)          At
the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s
expense; provided that the Issuer shall have delivered to the Trustee, at least five Business Days before notice of redemption
is required to be sent or caused to be sent 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 Section 3.03(b).


 


Section
3.04         Effect of Notice of Redemption.


 


Once notice of redemption is sent in accordance
with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price
(except as provided for in Section 3.07(e)). The notice, if sent 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 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, on and after the redemption date, interest ceases to accrue on Notes
or portions of Notes called for redemption.


 


Section
3.05         Deposit of Redemption or Purchase Price.


 


(a)          Prior
to 11:00 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 Paying Agent shall promptly pay to each Holder (and, in the case of an Asset Sale Offer, if applicable,
to holders of Pari Passu Indebtedness) to be redeemed or repurchased the applicable redemption or purchase price thereof and accrued
and unpaid interest thereon. 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 or purchase price of, and accrued and
unpaid interest on, all Notes to be redeemed or purchased.


 


(b)          If
the Issuer complies with the provisions of Section 3.05(a), 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 any accrued and unpaid interest, if any, to the redemption
or purchase date shall be paid on the relevant Interest Payment Date 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 Section 3.05(a), interest shall be paid on the unpaid principal,
from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption
or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.


 




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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, upon receipt of an Authentication Order, the Trustee shall promptly authenticate
and mail to the Holder (or cause to be transferred by book entry) 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 principal amount of $2,000 or an integral multiple of $1,000 in
excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order
and not an Opinion of Counsel or Officers’ Certificate is required for the Trustee to authenticate such new Note.


 


Section
3.07         Optional Redemption.


 


(a)          In
whole at any time, or in part from time to time, prior to November 1, 2019, the Issuer may redeem the Notes, upon notice as described
in Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and
accrued and unpaid interest thereon, if any, to, but not including, the date of redemption, subject to the rights of Holders on
the relevant Record Date to receive interest due on the relevant Interest Payment Date.


 


(b)          On
and after November 1, 2019, the Issuer may redeem the Notes, in whole or in part, upon notice as described in Section 3.03, 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 thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders of
record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month
period beginning on November 1 of the years indicated below:


 


	Year	 	Percentage	 
	2019	 	 	104.406	%
	2020	 	 	102.938	%
	2021	 	 	101.469	%
	2022 and thereafter	 	 	100.000	%



 


(c)          Prior
to November 1, 2019, the Issuer may on any one or more occasions redeem up to 40% 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
by LGEC, or with the Net Cash Proceeds of one or more Equity Offerings by a direct or indirect parent entity of LGEC that are contributed
to LGEC as common equity capital, at a redemption price equal to 105.875% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date); provided that


 


(1)          at
least 60% of the sum of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional
Notes) remains outstanding after the occurrence of each such redemption; and


 




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(2)          such
redemption occurs within 60 days of the date of closing of each such Equity Offering.


 


(d)          In
connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding
Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender
offer in lieu of the Issuer, purchases all such Notes validly tendered and not withdrawn by such Holders, the Issuer or such third
party will have the right upon not less than 10 but not more than 60 days’ notice mailed, or delivered electronically if
such Notes are held by any Depositary, by the Issuer to each Holder of such Notes, given not more than 30 days following such purchase
date, to redeem or purchase, as applicable, all the Notes that remain outstanding following such purchase at a price equal to the
price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and
unpaid interest, if any, thereon, to, but not including, the redemption or purchase date (subject to the right of Holders of record
on the relevant Record Date to receive interest due on the relevant Interest Payment Date).


 


(e)          Any
redemption notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including completion of
an Equity Offering or other corporate transaction. In addition, if such redemption or notice is subject to satisfaction of one
or more conditions precedent, such notice may state that, in the Issuer’s discretion, the redemption date may be delayed
until such time (including more than 60 days after the date the notice of redemption was delivered (or delivered electronically
if the Notes are held by any Depositary)) as any or all such conditions shall be satisfied or waived, 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 or waived by
the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s
discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied or waived.


 


(f)          The
Issuer may, at its option, redeem the Notes, in whole but not in part, at any time upon notice as described in Section 3.03, at
a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (subject to the right
of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) to, but not including,
the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts, if any, then due and which
will become due on the Tax Redemption Date as a result of the redemption, if the Issuer determines in good faith that the Issuer
is, or on the next date on which any amount would be payable in respect of the Notes, would be, obligated to pay Additional Amounts
in respect of the Notes pursuant to the terms and conditions thereof (which Additional Amounts the Issuer cannot, in the Issuer’s
good faith determination, avoid by the use of reasonable measures available to it (including, where reasonable, making payment
through a payment agent located in another jurisdiction)) as a result of (1) any change in, or amendment to, the laws, regulations,
treaties or rulings of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or,
in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the
date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction; or (2) any change in, or amendment to, the
official application, administration, or interpretation of the laws, regulations, treaties or rulings of any Relevant Taxing Jurisdiction
(including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue
guidance), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction
until after the Issue Date, the


 




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date on which such Relevant Taxing Jurisdiction
became a Relevant Taxing Jurisdiction (each of the foregoing clauses (1) and (2), a “Change in Tax Law”).


 


Notwithstanding the foregoing, the Issuer
may not redeem the Notes under this Section 3.07(f) if the Change in Tax Law obliging the Issuer to pay Additional Amounts was
(i) officially announced by the Relevant Taxing Authority or by or on behalf of the Minister of Finance (Canada) or any provincial
or territorial counterpart or (ii) validly enacted into law by the Relevant Taxing Jurisdiction, in each case, prior to the Issue
Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue
Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction.


 


Notwithstanding the foregoing in this Section
3.07(f), no such notice of redemption under this Section 3.07(f) will be given earlier than 90 days prior to the earliest date
on which the Issuer would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes
was then due.


 


Prior to the sending of any notice of redemption
pursuant to this Section 3.07(f), the Issuer will deliver to the Trustee:


 


(a) an Officers' Certificate stating that the Issuer
is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right
of the Issuer to so redeem have occurred; and


 


(b) a written opinion of independent legal counsel
of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Issuer is or will become
obligated to pay such Additional Amounts as a result of a Change In Tax Law.


 


The Trustee will accept, and shall be entitled
to rely on, such Officers' Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described
above in this Section 3.07(f), without further inquiry, in which event it will be conclusive and binding on the Holders.


 


The foregoing provisions of this Section
3.07(f) shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture,
with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.


 


(g)          Except
as set forth in this Section 3.07, the Notes shall not be redeemable at the Issuer’s option. Except as set forth in Section
3.08 the Issuer is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes. However,
under certain circumstances, the Issuer may be required to offer to purchase the Notes as described in Section 4.14 and Section
4.10.


 


Section
3.08         Special Mandatory Redemption.


 


If a Special Mandatory Redemption Trigger
Event shall occur, then the Escrow Agent shall, without the requirement of further notice to or action by the Issuer, the Trustee
or any other Person:


 




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(a) promptly notify the Trustee
of the occurrence of the Special Mandatory Redemption Trigger Event, and the Trustee shall notify the Holders of the Notes, by
notice in substantially the form attached hereto as Exhibit E mailed or delivered in accordance with the procedures of DTC,
of (1) the occurrence of such event and the date thereof and (2) that a Special Mandatory Redemption shall occur on the date three
Business Days after the date of such occurrence (the “Special Mandatory Redemption Date”); and


 


(b) on the Special Mandatory Redemption
Date, release the Escrow Property to the Trustee who will, without further notice or action from the Escrow Agent or the Issuer,
apply the Escrow Property to redeem all of the Notes on the Special Mandatory Redemption Date at a redemption price equal to 100%
of the initial issue price of the Notes as set forth on the cover page of the Offering Memorandum, plus accrued and unpaid interest,
if any, on the Notes to, but not including, the Special Mandatory Redemption Date (such redemption, a “Special Mandatory
Redemption”).


 


The Trustee will pay to FinanceCo any Escrow
Property remaining after redemption of the Notes and payment of fees and expenses.


 


Section
3.09         Offers to Repurchase by Application of Excess Proceeds.


 


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


 


(b)          The
Asset Sale Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer
period is required by applicable law (the “Asset Sale Offer Period”). No later than five Business Days after
the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Issuer will apply all Excess
Proceeds in excess of the Asset Sale Threshold Amount to the purchase of the aggregate principal amount of Notes and, if applicable,
Pari Passu Indebtedness (on a pro rata basis, or as otherwise provided in Section 4.10(b), as applicable) required to be
purchased pursuant to Section 4.10 (the “Asset Sale Offer Amount”), or, if less than the Asset Sale Offer Amount
of Notes has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Sale Offer.
Payment for any Notes so purchased will be made in the same manner as interest payments are made.


 


(c)          If
the Asset Sale Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid
interest to, but not including, the Asset Sale Purchase Date, will be paid to the Person in whose name a Note is registered at
the close of business on such Record Date.


 


(d)          Upon
the commencement of an Asset Sale Offer, the Issuer will mail (or otherwise communicate in accordance with the procedures of DTC)
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, all holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


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


 




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(2)          the
Asset Sale Offer Amount, the purchase price, the amount of any accrued and unpaid interest to the Asset Sale Purchase Date, and
the Asset Sale Purchase Date;


 


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


 


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


 


(5)          that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in amounts of $2,000
and larger integral multiples of $1,000 in excess thereof only;


 


(6)          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
Business Days before the Asset Sale Purchase Date;


 


(7)          that
Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives
at the address specified in the notice, not later than one Business Day prior to the expiration of the Asset Sale Offer Period,
a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder
delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;


 


(8)          that,
if the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders
or lenders, collectively, exceeds the amount of Excess Proceeds in excess of the Asset Sale Threshold Amount, the Issuer shall
repurchase the Notes and the Pari Passu Indebtedness on a pro rata basis unless otherwise required by law, and the Trustee
shall select the Notes to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount
of tendered Notes (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000
and larger integral multiples of $1,000 in excess thereof, shall be purchased); and


 


(9)          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 Asset Sale Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to
the extent necessary, the Asset Sale Offer Amount of Notes and Pari Passu Indebtedness or portions thereof so validly tendered
and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been validly tendered
and not properly withdrawn, all Notes and Pari Passu Indebtedness so tendered, in each case in denominations of $2,000 and integral
multiples of $1,000 in excess thereof; provided that if, following repurchase of a portion of a Note, the remaining principal


 




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amount of such Note outstanding immediately
after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining
principal amount of such Note outstanding immediately after such repurchase is $2,000.


 


(f)          The
Issuer or the Paying Agent, as the case may be, will promptly, but in any case not later than five Business Days after termination
of the Asset Sale Offer Period, mail or deliver to each tendering Holder of the Notes, an amount equal to the purchase price of
the Notes so validly tendered and not properly withdrawn by such Holder, and accepted by the Issuer for purchase, and the Issuer
will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order from the Issuer, will 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;
provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.


 


The Issuer shall comply, to the extent applicable,
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the
repurchase of Notes pursuant to this Section 3.09. To the extent that the provisions of any securities laws or regulations conflict
with provisions of this Section 3.09, the Issuer will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 3.09 by virtue of any conflict.


 


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


 


Article
4



COVENANTS


 


Section
4.01         Payment of Notes; Additional Amounts.


 


(a)          The
Issuer shall pay or cause to be paid the principal of and premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if
other than one of the Issuer or a Subsidiary of the Issuer, holds as of 11:00 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 interest
then due.


 


(b)          The
Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, 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.


 




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(c)          All
payments made by the Issuer under the Notes or this Indenture and each Guarantor pursuant to its Notes Guarantee will be made without
withholding or deduction for any taxes imposed by any Canadian or other non-U.S. taxing authority (a “Relevant Taxing
Authority”), unless required by law or the interpretation or administration thereof by such Relevant Taxing Authority.
If any of the Issuer or any Guarantor is obligated to withhold or deduct any amount on account of taxes imposed by any Relevant
Taxing Authority from any payment made with respect to the Notes, the Issuer or such Guarantor shall:


 


(1)          make
such withholding or deduction;


 


(2)          remit
the full amount deducted or withheld to the relevant government authority in accordance with the applicable law;


 


(3)          pay
such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder
of Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would
have received if such taxes had not been withheld or deducted;


 


(4)          furnish
to the Trustee for the benefit of the Holders of Notes, within 30 days after the date of the payment of any taxes is due, an official
receipt of the relevant government authorities for all amounts deducted or withheld, or if such receipts are not obtainable, other
evidence of payment by the Issuer or such Guarantor of those taxes; and


 


(5)          at
least 15 days prior to each date on which any Additional Amounts are payable, deliver to the Trustee an Officers’ Certificate
setting forth the calculation of the Additional Amounts to be paid and such other information as the Trustee may request to enable
the Trustee to pay such Additional Amounts to Holders of Notes on the payment date.


 


Notwithstanding the foregoing, the Issuer and the Guarantors
will not pay Additional Amounts to any Holder in respect of a beneficial owner of a Note: (i) which is subject to such taxes by
reason of such Holder or such beneficial owner (or any fiduciary, settlor, beneficiary, partner, member or shareholder of, or possessor
of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, nominee, trust, partnership, limited
liability company or corporation), presently or formerly, (A) carrying on business in the jurisdiction in respect of which the
Relevant Taxing Authority requires the tax to be withheld or deducted (the “Relevant Taxing Jurisdiction”),
(B) having a permanent establishment in the Relevant Taxing Jurisdiction, (C) being organized under the laws of the Relevant Taxing
Jurisdiction or a subdivision thereof, or (D) being an actual or deemed citizen or resident in the Relevant Taxing Jurisdiction
(other than solely as a result of the ownership of the Notes, the receipt of payments in respect of the Notes or a Notes Guarantee
or the enforcement thereof); (ii) which is subject to taxes by reason of such beneficial owner being non-arm’s length (within
the meaning of the Income Tax Act (Canada)) with the Issuer or any Guarantor; (iii) for or on account of any taxes imposed
or withheld by reason of the failure of the Holder or beneficial owner of the Note to complete, execute and deliver to the Issuer
or the applicable Guarantor any form or document to the extent applicable to such Holder or beneficial owner that may be required
by law or by reason of administration of such law and which is reasonably requested in writing to be delivered to the Issuer or
such Guarantor in order to enable the Issuer or such Guarantor to make payments on the Notes without deduction or withholding for
taxes, or with deduction or withholding of a lesser


 




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amount, which form or document shall be delivered within 30
days of a written request therefor by the Issuer or such Guarantor; (iv) any taxes that are payable otherwise than by withholding
from a payment on the Notes or any Note Guarantee or any estate, inheritance, gift, sales, excise, transfer, personal property
or similar taxes; (v) any taxes if the Holder is a fiduciary or partnership or person other than the sole beneficial owner of such
payment and the taxes that would otherwise give rise to such Additional Amounts would not have been imposed on such payment had
the Holder been the beneficiary partner or sole beneficial owner, as the case may be, of such Note; or (vi) any combination of
the above.


 


Any reference in this Indenture or the Notes
to the payment of principal, premium, if any, interest, purchase price in connection with a purchase of Notes (including in connection
with a Change of Control or Asset Sale), redemption price or any other amount payable under or with respect to any Note, will be
deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would
be payable in respect thereof. The Issuer and each Guarantor’s obligation to make payments of Additional Amounts will survive
any termination of this Indenture or the defeasance of any rights hereunder.


 


Section
4.02         Maintenance of Office or Agency.


 


(a)          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
and the Guarantors 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.


 


(b)          The
Issuer may also from time to time designate additional 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.


 


(c)          The
Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with
Section 4.02(a).


 


Section
4.03         Reports and Other Information.


 


(a)          Prior
to the Assumption Date, the term “Issuer” as used in this Section 4.03 shall refer only to LGEC. Notwithstanding that
the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an
annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated
by the SEC, to the extent permitted by the Exchange Act, the Issuer will file with the SEC, and make available to the Trustee and
through its publicly available website, the annual reports and the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are


 




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specified in Sections 13 and 15(d) of the
Exchange Act with respect to U.S. issuers within the time periods specified therein or in the relevant forms. In the event that
the Issuer is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Issuer
will nevertheless make available such Exchange Act reports, documents and information to the Trustee and the Holders through its
publicly available website as if the Issuer were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
within the time periods specified therein or in the relevant forms, which requirement may be satisfied by posting such reports,
documents and information on its website within the time periods specified by this Section 4.03. For the avoidance of doubt, the
information and reports referred to in this Section 4.03(a) shall not be required to contain separate financial information for
Guarantors that would be required under Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision).


 


(b)          The
Trustee shall have no responsibility to determine if and when any of the reports required by (a) above have been filed or posted
on any website. Delivery of the reports required by (a) above to the Trustee is for informational purposes only and the Trustee’s
receipt of such reports will not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Issuer’s or any other parties’ compliance with any of its covenants in this Indenture
(as to which the Trustee will be entitled to rely exclusively on Officers’ Certificates that are delivered).


 


(c)          If
the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually
or collectively, would otherwise have been a Significant Subsidiary, then the Issuer shall provide, either (in its discretion)
(1) on the Issuer’s investor relations website or (2) in the annual and quarterly reports required by Section 4.03(a), within
the applicable period after each fiscal quarter or fiscal year for the delivery of quarterly or annual financial information under
Section 4.03(a), a reasonably detailed presentation, as determined in good faith by senior management of the Issuer, of the financial
condition and results of operations of the Guarantors, the Issuer and the Restricted Subsidiaries separate from the financial condition
and results of operations of the Unrestricted Subsidiaries.


 


(d)          The
Issuer and the Guarantors will make available to the Holders and to prospective investors, upon the request of such Holders, the
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. For purposes of this Section 4.03, the Issuer and the Guarantors will be deemed to have furnished the
reports to the Holders as required by this Section 4.03 if the Issuer has filed such reports with the SEC via the EDGAR or any
successor filing system and such reports are publicly available.


 


(e)          In
the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report
at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material
respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or
indirect parent of LGEC is or becomes a Guarantor of the Notes, consolidating reporting at such parent entity’s level in
a manner consistent with that described in this Section 4.03 above for the Issuer will satisfy this Section 4.03, and the Issuer
is permitted to satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing
financial information relating to such direct or indirect parent; provided that such


 




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financial information is accompanied by consolidating
information that explains in reasonable detail the differences between the information relating to such direct or indirect parent
and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer
and its Subsidiaries on a standalone basis, on the other hand.


 


Section
4.04         Compliance Certificate.


 


(a)          The
Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal
year ended March 31, 2017), an Officers’ Certificate indicating whether the signers thereof know of any Default that occurred
during the previous year.


 


(b)          The
Issuer shall provide to the Trustee, within 30 days after becoming aware of any Default, written notice specifying such Default.


 


Section
4.05         [reserved].


 


Section
4.06         Stay, Extension and Usury Laws.


 


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


 


Section
4.07         Limitation on Restricted Payments.


 


(a)          From
and after the Assumption on the Assumption Date, the Issuer will not, and will not permit any of the Restricted Subsidiaries, directly
or indirectly, to:


 


(1)          declare
or pay any dividend or make any distribution (whether made in cash, securities or other property) on or in respect of the Issuer’s
or any of its Restricted Subsidiaries’ Capital Stock (including any payment in connection with any merger, amalgamation or
consolidation involving the Issuer or any of its Restricted Subsidiaries) other than:


 


(A)         dividends
or distributions by the Issuer payable solely in Capital Stock (other than Disqualified Stock) of the Issuer;


 


(B)         dividends
or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of
any Capital Stock issued by a Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the Issuer or Restricted Subsidiary
holding such Capital Stock receives at least its pro rata share of such dividend or distribution; or


 


(C)         cash
payments made to (or on behalf of) current and former officers, directors and employees of the Issuer and its Subsidiaries to pay
tax


 




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liabilities incurred by such Persons
upon the vesting of equity interests of any kind held thereby, including restricted stock units;


 


(2)          purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Issuer or any direct or indirect parent of the Issuer held
by Persons other than the Issuer or a Restricted Subsidiary (other than in exchange for Capital Stock of the Issuer (other than
Disqualified Stock)), including in connection with any merger, amalgamation or consolidation;


 


(3)          make
any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to any scheduled
repayment, scheduled sinking fund payment or scheduled maturity, any Subordinated Obligations, other than:


 


(A)         Indebtedness
permitted under Section 4.09(c)(4); or


 


(B)         the
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation
of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date
of purchase, repurchase, redemption, defeasance or other acquisition or retirement; or


 


(4)   
      make any Restricted Investment in any Person;


 


(all such payments and other actions referred to in the foregoing
clauses (1) through (4) (other than any exception thereto) shall be collectively referred to as a “Restricted Payment”),
unless, at the time of and after giving effect to such Restricted Payment:


 


(A)         no
Default shall have occurred and be continuing (or would result therefrom);


 


(B)         in
the case of a Restricted Payment of the type referred to in clauses (1) through (3) above, the Net Secured Leverage Ratio after
giving effect, on a Pro Forma Basis, to such Restricted Payment would not be greater than 5.25 to 1.00; and


 


(C)         the
aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Assumption on
the Assumption Date (excluding Restricted Payments made pursuant to clauses (1), (2), (3), (4), (6), (7), (8), (9), (10), (11),
(12), (13) and (14) of Section 4.07(b)) would not exceed the sum of (without duplication):


 


(i)          100%
of Adjusted EBITDA of the Issuer and its Restricted Subsidiaries for the period (treated as one accounting period) from the Assumption
Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements
have been delivered or were required to be delivered pursuant to Section 4.03 less 1.4 times the Consolidated Applicable Interest
Charge of the Issuer and its Restricted Subsidiaries for the same period; plus


 




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(ii)         100%
of the aggregate Net Cash Proceeds and the Fair Market Value of any property other than cash received by the Issuer from the issue
or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Assumption Date (other
than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Issuer or to an employee
stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust
is financed by loans from or Guaranteed by the Issuer or any Restricted Subsidiary unless such loans have been repaid with cash
on or prior to the date of determination) excluding in any event Excluded Contributions; plus


 


(iii)        the
amount by which Indebtedness of the Issuer or its Restricted Subsidiaries is reduced on the Issuer’s consolidated balance
sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to the Assumption Date of any Indebtedness
of the Issuer or its Restricted Subsidiaries for Capital Stock (other than Disqualified Stock) of the Issuer or any direct or indirect
parent of the Issuer (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Issuer upon
such conversion or exchange); plus


 


(iv)        the
amount equal to the net reduction in Restricted Investments made by the Issuer or any of the Restricted Subsidiaries in any Person
resulting from:


 


(A)         repurchases
or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment to
an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution)
by such Person to the Issuer or any Restricted Subsidiary; or


 


(B)         the
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries or the merger, amalgamation or consolidation of an Unrestricted
Subsidiary with and into the Issuer or any of its Restricted Subsidiaries (valued in each case as provided in the definition of
“Investment”) not to exceed the amount of Investments previously made by the Issuer or any Restricted Subsidiary in
such Unrestricted Subsidiary,


 


which amount in each case under this clause (iv)
was included in the calculation of the amount of Restricted Payments; provided, however, that no amount will be included
under this clause (iv) to the extent it is already included in Adjusted EBITDA; plus


 


(v)         $150,000,000.


 


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


 


(1)          any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or Subordinated
Obligations of the Issuer or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of,
Capital Stock of the Issuer or contributions to the equity capital of the


 




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Issuer (other than Disqualified
Stock and other than Capital Stock issued or sold to a Subsidiary of the Issuer or an employee stock ownership plan or similar
trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the
Issuer or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided,
however, that the Net Cash Proceeds from such sale of Capital Stock will be excluded from clause (C)(ii) of Section 4.07(a);


 


(2)          any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Issuer or any
Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the
Issuer or any Guarantor that, in each case, is permitted to be Incurred pursuant to Section 4.09 and that, in each case, constitutes
Refinancing Indebtedness;


 


(3)          any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Issuer or a Restricted
Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Issuer
or such Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 4.09 and
that, in each case, constitutes Refinancing Indebtedness;


 


(4)          any
purchase or redemption of Subordinated Obligations from Net Available Cash to the extent the Issuer has complied with its obligations
to utilize such Net Available Cash pursuant to Section 4.10;


 


(5)          dividends
or distributions paid within 60 days after the date of declaration if at such date of declaration such dividends or distributions
would have complied with this provision;


 


(6)          the
purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity
appreciation rights or other rights to purchase or acquire Capital Stock of the Issuer or any direct or indirect parent of the
Issuer, or cash dividends distributed to any direct or indirect parent of the Issuer for the purpose of consummating such purchase,
redemption or other acquisition, cancellation or retirement for value; provided that such redemptions or repurchases pursuant
to this clause (6) will not exceed $75,000,000 in the aggregate during any fiscal year; provided, further, that (x) such amount,
if not so expended in the fiscal year for which it is permitted, may be carried forward in the next fiscal year and (y) redemptions
or repurchases made pursuant to this clause (6) during any fiscal year shall be deemed made first in respect of amounts carried
over from the prior fiscal year and second in respect of amounts permitted for such fiscal year as provided above;


 


(7)          the
declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer permitted to be Incurred
pursuant to Section 4.09;


 


(8)          repurchases
of Capital Stock deemed to occur upon the exercise of stock options, warrants, other rights to purchase Capital Stock or other
convertible securities if such Capital Stock represents a portion of the exercise price thereof;


 




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(9)          the
declaration and payment of cash dividends, distributions, loans or other transfers by the Issuer to any direct or indirect parent
of the Issuer, directly or indirectly, in amounts required for such other parent entity to pay, in each case without duplication:


 


(A)         federal,
provincial or local income taxes payable to the extent that such income taxes are directly attributable to the income of the Issuer
and its Subsidiaries (rather than the income of such parent entity resulting from distributions of property from the Issuer or
any Subsidiary) and only to the extent such taxes are not offset by applicable tax credits, tax losses or other assets; provided
that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Subsidiaries
would be required to pay in respect of foreign, federal, provincial, state and local taxes for such fiscal year were the Issuer
and its Subsidiaries to pay such taxes separately from any such parent entity;


 


(B)         franchise
taxes and other fees required to maintain such parent entity’s legal existence; and


 


(C)         corporate
overhead expenses Incurred in the ordinary course of business, and salaries or other compensation of employees who perform services
for both such parent entity and the Issuer; provided that the amount available under this clause (C) in any fiscal year
shall not exceed the greater of $20,000,000 and 3.0% of Adjusted EBITDA of the Issuer for such fiscal year;


 


(10)        payments
on the Existing Convertible Notes or the purchase of call options to hedge the Issuer’s or any Restricted Subsidiary’s
exposure in connection with the issuance of the Existing Convertible Notes, which call options are to be settled on a net (not
cash) basis;


 


(11)        Restricted
Payments that are made with the proceeds of Excluded Contributions;


 


(12)        other
Restricted Payments made in an aggregate amount (as reduced by the amount of capital returned from any such Restricted Payments
that constituted Restricted Investments in the form of cash and Cash Equivalents (exclusive of items reflected in Consolidated
Net Income)) from the Assumption Date not to exceed $150,000,000;


 


(13)        Restricted
Payments of the type referred to in clauses (1) or (2) of Section 4.07(a); provided, however, that at the time of
and after giving pro forma effect to any such Restricted Payment, the Net Total Leverage Ratio is not greater than 4.00 to 1.00
on a Pro Forma Basis; and


 


(14)        Restricted
Payments of the type referred to in clauses (3) or (4) of Section 4.07(a); provided, however, that at the time of
and after giving pro forma effect to any such Restricted Payment, the Net Total Leverage Ratio is not greater than 4.50 to 1.00
on a Pro Forma Basis;


 




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provided, however, that at the time of and after
giving effect to, any Restricted Payment permitted under clauses (4), (6), (11), (12), (13) and (14) of this Section 4.07(b), no
Default shall have occurred and be continuing or would occur as a consequence thereof.


 


(c)          The
amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of such Restricted Payment of the
asset(s) or securities proposed to be paid, transferred or issued by the Issuer or such Restricted Subsidiary, as the case may
be, pursuant to such Restricted Payment.


 


(d)          As
of the Assumption Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries, except for the Initial Unrestricted
Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except in accordance with
the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted
Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary
so designated will be deemed to be Restricted Payments and/or, in the discretion of the Issuer, Investments, in an amount determined
as set forth in the definition of “Investment.” Such designation will be permitted only if a Restricted Payment (and/or
Permitted Investment) in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture.


 


Section
4.08         Limitation on Restrictions on Distribution from Restricted
Subsidiaries. 


 


(a)          From
and after the Assumption on the Assumption Date, the Issuer will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction
on the ability of any Restricted Subsidiary to:


 


(1)          pay
dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect
to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred
Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on any other
Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); or


 


(2)          make
any loans or advances to the Issuer or any Restricted Subsidiary (it being understood that the subordination of loans or advances
made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary shall
not be deemed a restriction on the ability to make loans or advances).


 


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


 


(1)          contractual
encumbrances or restrictions pursuant to an agreement in effect on the Assumption Date (including, for the avoidance of doubt,
agreements of Starz and Starz’ Restricted Subsidiaries), including without limitation, the Senior Credit Facility (and the
guarantee and security and other documents relating thereto), the Bridge Facility and the Existing Convertible Notes (and related
documentation) in effect on such date;


 




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


 


(3)          any
agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time
of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person
and its Subsidiaries, so acquired (including after acquired property);


 


(4)          any
amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement or arrangement
referred to in this Section 4.08; provided, however, that any encumbrances or restrictions contained in any such
amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith
judgment of the Issuer, no less favorable in any material respect, taken as a whole, to the Holders of the Notes than the encumbrances
and restrictions contained in the agreements or arrangement so amended, restated, modified, renewed, supplemented, refunded, replaced
or refinanced;


 


(5)          purchase
money obligations and Capitalized Lease Obligations permitted under this Indenture;


 


(6)          customary
restrictions on cash or other deposits or net worth imposed by customers or by co-production partners, Joint Venture partners or
similar parties under contracts;


 


(7)          any
customary provisions in Joint Venture agreements and other similar agreements;


 


(8)          any
customary provisions in leases, subleases or licenses and other agreements entered into by the Issuer or any Restricted Subsidiary;


 


(9)          encumbrances
or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order;


 


(10)        any
restriction with respect to the Issuer or a Restricted Subsidiary or any asset or line of business thereof imposed pursuant to
an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of the Issuer or
such Restricted Subsidiary or any asset or line of business thereof pending the closing of such sale or disposition;


 


(11)        imposed
by any agreement relating to Indebtedness or Investments, as applicable, permitted to be Incurred pursuant to Section 4.07, Section
4.09 or the definition of “Permitted Investment,” in each case, if such restrictions or conditions apply only to the
property or assets securing such Indebtedness or Investments and/or only to the Restricted Subsidiary incurring such Indebtedness
or in which such Investments are made, or its Subsidiaries;


 


(12)        other
Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary so long as such encumbrances and
restrictions contained in any


 




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agreement or instrument will not
materially affect the Issuer’s or any Guarantor’s ability to make anticipated principal or interest payments on the
Notes (in each case, as determined in good faith by the Issuer); provided that such Indebtedness, Disqualified Stock or
Preferred Stock is permitted to be Incurred pursuant to Section 4.09; and


 


(13)        any
restrictions or encumbrances imposed on Special Purpose Producers or ProdCos, or otherwise in connection with any Permitted Slate
Financing or Permitted Slate Transaction, in each case which are customary for slate or production financing or similar transactions.


 


Section
4.09         Limitation on Indebtedness.


 


(a)          From
and after the Assumption on the Assumption Date, the Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, Incur any Secured Funded Indebtedness; provided, however, that the Issuer and the Guarantors
may Incur Secured Funded Indebtedness if on the date thereof and after giving effect thereto and to the application of the proceeds
thereof on a Pro Forma Basis:


 


(1)          the
Net Secured Leverage Ratio is not greater than 4.50 to 1.00; and


 


(2)          no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence of Incurring such Secured Funded
Indebtedness or the application of the proceeds thereof.


 


(b)          From
and after the Assumption on the Assumption Date, the Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly Incur any Indebtedness; provided, however, that the Issuer and the Guarantors may Incur Indebtedness
if on the date thereof and after giving effect thereto and to the application of the proceeds thereof on a Pro Forma Basis:


 


(1)          the
Net Total Leverage Ratio is not greater than 6.00 to 1.00; and


 


(2)          no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence of Incurring such Indebtedness
or the application of the proceeds thereof.


 


(c)          The
provisions of Section 4.09(a) and Section 4.09(b) shall not prohibit the Incurrence of the following Indebtedness:


 


(1)          (A)         Indebtedness
under the Senior Credit Facility or any other Indebtedness in an aggregate principal outstanding amount not to exceed $4,000,000,000,
less the amount of such Indebtedness that is permanently retired (with a corresponding reduction in commitments to the extent such
Indebtedness is revolving credit Indebtedness) with the Net Available Cash from any Asset Sale after the Assumption Date in accordance
with Section 4.10(a)(3)(A);


 


(B)         Indebtedness
under the Senior Credit Facility or any other Indebtedness in an aggregate principal outstanding amount not to exceed $500,000,000
(any Indebtedness incurred under this clause (1)(B), “Incremental Equivalent Debt”); provided that
the Net Secured Leverage Ratio, calculated on a


 




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Pro Forma Basis on the date of the
applicable incurrence pursuant to this clause (B) (after giving effect to such incurrence and to the application of the proceeds
thereof), would not be greater than 5.25 to 1.00 (assuming solely for purposes of calculating the Net Secured Leverage Ratio under
this clause (B) that (x) any unsecured Indebtedness incurred pursuant to this clause (B) and (y) any unfunded commitments for Indebtedness
under the Senior Credit Facility shall be deemed to be Secured Funded Indebtedness); provided, however that the foregoing
proviso will not apply to any incurrence of Indebtedness pursuant to this clause (B) which constitutes Refinancing Indebtedness
in respect of Indebtedness previously incurred pursuant to this clause (B); and


 


(C)         Indebtedness
represented by the Notes (including any Notes Guarantee), other than any Additional Notes;


 


(2)          Indebtedness
(including Indebtedness under the Bridge Facility, not to exceed $150,000,000, incurred on or prior to the Assumption Date) of
the Issuer and its Restricted Subsidiaries (including, for the avoidance of doubt, Starz and Starz’ Restricted Subsidiaries)
in existence on the Assumption Date after giving effect to the Transactions (other than Indebtedness described in clause (1) above
and clauses (3), (4) and (6) below);


 


(3)          Guarantees
by (A) the Issuer or the Guarantors of Indebtedness permitted to be Incurred by the Issuer or a Guarantor in accordance with the
provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation,
then the related Guarantee shall be subordinated in right of payment to the Notes or the Notes Guarantee, as the case may be, substantially
to the same extent as such Indebtedness is subordinated to the Notes or Notes Guarantee, as applicable, and (B) Non-Guarantor Subsidiaries
of Indebtedness Incurred by Non-Guarantor Subsidiaries in accordance with the provisions of this Indenture;


 


(4)          Indebtedness
of the Issuer owing to and held by any Wholly-Owned Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by
the Issuer or any Wholly-Owned Subsidiary; provided, however,


 


(A)         if
the Issuer is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is expressly subordinated to the
prior payment in full in cash of all obligations with respect to the Notes;


 


(B)         if
a Guarantor is the obligor on such Indebtedness and the Issuer or a Guarantor is not the obligee, such Indebtedness is subordinated
in right of payment to the Notes Guarantee of such Guarantor; and


 


(C)         (i)          any
subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being held by a Person
other than the Issuer or a Wholly-Owned Subsidiary of the Issuer; and


 


(ii)         any
sale, assignment, transfer, conveyance, exchange or other disposition of any such Indebtedness to a Person other than the Issuer
or a Wholly-Owned Subsidiary of the Issuer shall be deemed, in


 




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each case, to constitute an Incurrence
of such Indebtedness by the Issuer or such Subsidiary, as the case may be.


 


(5)          Indebtedness
(A) of the Issuer or any Restricted Subsidiary Incurred to finance the acquisition of or a merger, amalgamation or consolidation
with another Person (or a line of business of any Person) or (B) of any Person Incurred and outstanding on the date on which such
Person became a Restricted Subsidiary or was acquired by, or merged, amalgamated or consolidated into, the Issuer or any Restricted
Subsidiary; provided, however, that at the time such Person or line of business is acquired or merged, amalgamated
or consolidated, after giving effect thereto and to the Incurrence of such Indebtedness pursuant to this clause (5) and the use
of the proceeds thereof on a Pro Forma Basis, either (x) the Issuer would have been able to Incur $1.00 of additional Indebtedness
pursuant to Section 4.09(b) or (y) the Net Total Leverage Ratio would be no greater than it was immediately prior to such transaction;


 


(6)          Indebtedness
under Hedging Obligations that are Incurred (A) for the purpose of fixing or hedging interest rate risk with respect to any
Indebtedness not prohibited by this Indenture; (B) for the purpose of fixing or hedging currency exchange rate risk; or (C) for
the purpose of fixing or hedging commodity price risk;


 


(7)          Indebtedness
(including Capitalized Lease Obligations) of the Issuer or a Restricted Subsidiary Incurred to finance the purchase, lease, construction
or improvement of any property, plant or equipment used or to be used in the business of the Issuer or such Restricted Subsidiary,
whether through the direct purchase of such property, plant or equipment or the purchase of Capital Stock of any Person owning
such property, plant or equipment (but no other material assets), in a principal amount outstanding not to exceed, at the time
of Incurrence thereof, together with all other outstanding (x) Indebtedness incurred under this clause (7) and (y) Refinancing
Indebtedness incurred under clause (11) in respect of Indebtedness previously incurred under this clause (7), the greater of (a)
$250,000,000 and (b) 3.0% of Total Assets;


 


(8)          Indebtedness
Incurred by the Issuer or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other
employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid surety and similar
bonds and Completion Guarantees (not for borrowed money) provided by the Issuer or a Restricted Subsidiary in the ordinary course
of business;


 


(9)          Indebtedness
arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, Incurred or assumed in connection with the disposition of any business or assets of the Issuer
or any business, assets or Capital Stock of a Restricted 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
that the maximum aggregate 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 subsequent changes in value), actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition;


 




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(10)        Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case
of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that
such Indebtedness is extinguished within five Business Days of Incurrence;


 


(11)        the
Incurrence or issuance by the Issuer or any Restricted Subsidiary of Refinancing Indebtedness that serves to refund, refinance
or defease any Indebtedness Incurred as permitted under Section 4.09(a) and Section 4.09(b) and clauses (1)(C), (2), (5), (7),
(19) and this clause (11) of this Section 4.09(c) or any Indebtedness issued to so refund, refinance or defease such Indebtedness,
including additional Indebtedness Incurred to pay premiums (including reasonable, as determined in good faith by the Issuer, tender
premiums), defeasance costs, accrued interest and fees and expenses in connection therewith prior to its respective maturity;


 


(12)        Indebtedness
incurred by the Issuer or any Restricted Subsidiary that is a Special Purpose Producer which is non-recourse to the Issuer or any
Restricted Subsidiary other than such Special Purpose Producer, except to the extent that a Negative Pick-up Obligation, Program
Acquisition Guarantee or short-fall guarantee would be considered recourse Indebtedness of the Issuer or any of its Restricted
Subsidiaries;


 


(13)        (A)
to the extent constituting Indebtedness pursuant to the definition thereof, any Permitted Slate Financing and (B) any Indebtedness
incurred by any ProdCo to the extent not prohibited by the definition of “Permitted Slate Transaction”;


 


(14)        Replication
Advances not to exceed $100,000,000 outstanding in the aggregate at the time of Incurrence thereof, which are otherwise entered
into in the ordinary course of business and on terms and conditions substantially no less favorable in any material respect, taken
as a whole, to the Issuer as similar transactions entered into by LGEC or its Subsidiaries prior to the Assumption Date;


 


(15)        Indebtedness
secured solely by liens on tax credits which is otherwise non-recourse to the Issuer and any Restricted Subsidiary, other than
customary representations and warranties;


 


(16)        liabilities
relating to profit participations, revenue participations, talent participations, deferments and guild residuals, and music royalties,
collection agencies and tribunals (e.g., ASCAP), arising in the ordinary course of business in connection with the production,
acquisition and/or distribution of Product;


 


(17)        unsecured
liabilities (including without limitation Guarantees) or liabilities (including without limitation Guarantees) secured solely by
the related rights related to the acquisition, production or distribution of Product or acquisitions of rights incurred in the
ordinary course of business (including co-productions, co-ventures and other co-financing arrangements), which are not otherwise
prohibited hereunder, in an amount no greater than $30,000,000 outstanding in the aggregate at the time of Incurrence thereof;


 


(18)        Negative
Pick-up Obligations, Program Acquisition Guarantees and direct or indirect guarantees (including minimum guarantees) related to
the acquisition or production of items of Product in the ordinary course of business; and


 




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(19)        in
addition to the items referred to in clauses (1) through (18) above, Indebtedness of the Issuer and the Restricted Subsidiaries
in an aggregate outstanding principal amount not to exceed, at the time of Incurrence thereof, together with all other outstanding
(x) Indebtedness incurred under this clause (19) and (y) Refinancing Indebtedness incurred under clause (11) in respect of Indebtedness
previously incurred under this clause (19), the greater of (a) $250,000,000 and (b) 3.0% of Total Assets.


 


(d)          For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant
to and in compliance with, this Section 4.09:


 


(1)          subject
to clause (2) below, in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described
in Section 4.09(a), 4.09(b) or Section 4.09(c), the Issuer, in its sole discretion, may classify such item (or portion) of Indebtedness
on the date of Incurrence and may later re-divide or reclassify such item (or portion) of Indebtedness in any manner that complies
with this Section 4.09; provided that (x) Indebtedness outstanding under the Senior Credit Facility on the Assumption Date
shall in any event be deemed to be Incurred solely under clause (1)(A) of Section 4.09(c) and may not be reclassified and (y) Incremental
Equivalent Debt shall in any event be deemed to be Incurred solely under clause (1)(B) of Section 4.09(c) and may not be reclassified;


 


(2)          Guarantees
of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of
a particular amount of Indebtedness shall not be included;


 


(3)          if
obligations in respect of letters of credit are Incurred pursuant to a credit facility and are being treated as Incurred pursuant
to Section 4.09(a) or Section 4.09(b) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall
not be included;


 


(4)          the
principal amount of any Disqualified Stock of the Issuer or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary
that is not a Guarantor, will be, subject to the next succeeding paragraph, equal to the greater of the maximum mandatory redemption
or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;


 


(5)          Indebtedness
permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Indebtedness but may
be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Indebtedness;
and


 


(6)          the
amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability
in respect thereof determined in accordance with GAAP.


 


Accrual of interest, accrual of dividends,
the accretion of accreted value or the amortization of debt discount, the payment of interest in the form of additional Indebtedness
and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be
an Incurrence of Indebtedness for purposes of this Section 4.09.


 




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


 


If at any time an Unrestricted Subsidiary
becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary
as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.09, the Issuer
shall be on such date in Default of this Section 4.09).


 


For purposes of determining compliance with
any Dollar denominated restriction on the Incurrence of Indebtedness, the 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 Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided
that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would
cause the applicable Dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect
on the date of such refinancing, such 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. Notwithstanding
any other provision of this Section 4.09, the maximum amount of Indebtedness that the Issuer or the Restricted Subsidiaries may
Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate
of currencies. 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 Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.


 


Section
4.10         Sales of Assets.


 


(a)          From
and after the Assumption on the Assumption Date, the Issuer will not, and will not permit any of its Restricted Subsidiaries to,
cause or make any Asset Sale, unless:


 


(1)          the
Issuer or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value (such
Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the shares and assets subject to
such Asset Sale;


 


(2)          at
least 75% of the consideration from such Asset Sale received by the Issuer or such Restricted Subsidiary, as the case may be, is
in the form of cash or Cash Equivalents; and


 


(3)          an
amount equal to 100% of the Net Available Cash from such Asset Sale is applied by the Issuer or such Restricted Subsidiary, as
the case may be, within twelve months from the later of the date of such Asset Sale or the receipt of such Net Available Cash,
as follows:


 




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(A)         to
permanently reduce (and, to the extent such Indebtedness is revolving credit Indebtedness, to permanently reduce any commitments
with respect thereto): (i) obligations under the Senior Credit Facility, (ii) Indebtedness of the Issuer (other than any Disqualified
Stock or Subordinated Obligations) that is secured by a Lien or Indebtedness of a Restricted Subsidiary (other than any Disqualified
Stock or a Guarantor’s Subordinated Obligations) that is secured by a Lien (in each case other than Indebtedness owed to
the Issuer or an Affiliate of the Issuer) or (iii) obligations under the Bridge Facility (without giving effect to any replacement
or refinancing thereof);


 


(B)         to
permanently reduce obligations under other Indebtedness of the Issuer (other than any Disqualified Stock or Subordinated Obligations)
or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or a Guarantor’s Subordinated Obligations)
(in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer ); provided that the Issuer shall
equally and ratably reduce Obligations under the Notes as provided under Section 3.07 through open market purchases or by making
an offer (in accordance with the procedures set forth in this Section 4.10 for an Asset Sale Offer) to all Holders to purchase
their Notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest on the amount of Notes that
would otherwise be prepaid; or


 


(C)         to
invest in Additional Assets, or make capital expenditures that are used or useful in a Related Business or that replace the businesses,
properties and/or assets that are the subject of such Asset Sale;


 


provided that pending the final application
of any such Net Available Cash in accordance with clause (A), (B) or (C) above, the Issuer and its Restricted Subsidiaries may
temporarily reduce Indebtedness (including, without limitation, Indebtedness outstanding under a revolving credit facility) or
otherwise invest such Net Available Cash in any manner not prohibited by this Indenture.


 


In the case of clause (3)(C) above, a binding
commitment entered into within twelve months of receipt by the Issuer or any Restricted Subsidiary of the Net Available Cash of
any Asset Sale shall be treated as a permitted application of such Net Available Cash from the date of such commitment; provided
that (x) such investment is consummated within 180 days after expiration of such twelve-month period and (y) if such
investment is not consummated within the period set forth in the foregoing subclause (x), such Net Available Cash not so applied
will be deemed to be Excess Proceeds (as defined below).


 


(4)          For
the purpose of clause (2) above and for no other purpose, the following will be deemed to be cash:


 


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


 




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


 


(C)         consideration
consisting of Indebtedness of the Issuer (other than Subordinated Obligations) received after the Assumption Date from Persons
who are not the Issuer or any Restricted Subsidiary; and


 


(D)         any
Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair
Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received
in connection with Asset Sales that is at that time outstanding, not to exceed the greater of $125,000,000 and 1.5% 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).


 


(b)          Any
Net Available Cash from Asset Sales that are not applied or invested as provided in Section 4.10(a) shall be deemed to constitute
“Excess Proceeds.” If the aggregate amount of Excess Proceeds received by the Issuer exceeds $60,000,000 (the
“Asset Sale Threshold Amount”) in the aggregate for all Asset Sales in any fiscal year of the Issuer, the Issuer
shall be required to make an offer to all Holders and to the extent required by the terms of outstanding Pari Passu Indebtedness,
to all holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal
amount of the Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds received by the Issuer
in such fiscal year in excess of the Asset Sale Threshold Amount, at an offer price in cash in an amount equal to 100% of the principal
amount thereof, plus accrued and unpaid interest to, but not including, 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) in accordance with the procedures
set forth in Section 3.09 or the agreements governing the Pari Passu Indebtedness, as applicable, in each case in denominations
of $2,000 and integral multiples of $1,000 in excess thereof. The Issuer shall commence an Asset Sale Offer with respect to Excess
Proceeds by mailing (or otherwise communicating in accordance with the procedures of DTC) the notice required by Section 3.09,
with a copy to the Trustee.


 


To the extent that the aggregate amount of
Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the
Excess Proceeds in excess of the Asset Sale Threshold Amount, the Issuer may use any remaining Excess Proceeds for general corporate
purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds
in excess of the Asset Sale Threshold Amount, the Issuer shall repurchase the Notes and the Pari Passu Indebtedness on a pro
rata basis unless otherwise required by law, and the Trustee shall select the Notes to be purchased on a pro rata basis
on the basis of the aggregate accreted value or principal amount of tendered Notes. Upon completion of such Asset Sale Offer, the
amount of Excess Proceeds shall be reset at $0.


 




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(c)          The
Issuer shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this Indenture. To the extent that the provisions of
any securities laws or regulations conflict with provisions of this Section 4.10, the Issuer will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.


 


(d)          Notwithstanding
any provision under this Section 4.10 to the contrary, (1) any amounts that would otherwise be required to be paid or offered by
the Issuer or a Restricted Subsidiary pursuant to this Section 4.10 shall not be required to be so paid or offered to the extent
any such Asset Sale is consummated by a Subsidiary outside of the United States or Canada for so long as the repatriation to the
United States, Canada or other relevant jurisdiction of any such amounts would be prohibited under any applicable law (including
any such laws with respect to financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance
and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors
of the relevant Subsidiaries) and (2) if the Issuer determines in good faith that the repatriating of any amounts required to repay
or purchase the Notes or other Indebtedness pursuant to this Section 4.10 would result in a tax liability that is material to the
amount of funds otherwise required to be repatriated (including any withholding tax) (such amount in clauses (1) and (2), a “Restricted
Asset Sale Amount”), the amount the Issuer shall be required to make in respect of payments or offers pursuant to this
Section 4.10 shall be reduced by the Restricted Asset Sale Amount until such time as it may repatriate such Restricted Asset Sale
Amount without incurring such tax liability.


 


Section
4.11         Limitation on Affiliate Transactions.


 


(a)          From
and after the Assumption on the Assumption Date, the Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease, exchange or other disposition
of any property or asset or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”)
involving consideration in excess of $30,000,000 unless:


 


(1)          the
terms of such Affiliate Transaction are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case
may be, than those that could have been obtained by the Issuer or such Restricted Subsidiary in a comparable transaction with a
Person that is not an Affiliate; and


 


(2)          in
the event such Affiliate Transaction involves an aggregate consideration in excess of $60,000,000 (or with respect to transactions
involving any item of Product, $90,000,000), the terms of such transaction have been approved by a majority of the members of the
Board of Directors of the Issuer and by a majority of the members of such Board of Directors having no personal stake in such transaction,
if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria
in clause (1) above).


 


(b)          The
provisions of Section 4.11(a) will not apply to:


 


(1)          
(A) transactions between or among the Issuer and any of its Restricted Subsidiaries, and (B) any merger, amalgamation or consolidation
of the Issuer and any


 




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direct parent of the Issuer; provided,
however, that such parent shall have no Indebtedness other than Indebtedness that would be permitted to be Incurred by the
Issuer at the time of such merger, amalgamation or consolidation and such merger, amalgamation or consolidation is otherwise not
prohibited by the terms of this Indenture;


 


(2)          any
Restricted Payment permitted to be made pursuant to Section 4.07 or any Permitted Investments;


 


(3)          any
loan or issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Issuer, restricted stock
plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or
indemnity provided on behalf of Officers and employees;


 


(4)          the
payment of reasonable and customary fees and reimbursement of expenses paid to and indemnity provided on behalf of, directors of
the Issuer or any Restricted Subsidiary;


 


(5)          any
agreement as in effect as of the Issue Date (including, for the avoidance of doubt, agreements of Starz and Starz’ Restricted
Subsidiaries), as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any
such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect
in the good faith judgment of the Issuer when taken as a whole than the terms of the agreements in effect on the Issue Date;


 


(6)          any
agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged, amalgamated
or consolidated into the Issuer or a Restricted Subsidiary; provided, that such agreement was not entered into in contemplation
of such acquisition, merger, amalgamation or consolidation, or any amendment thereto (so long as any such agreement is not disadvantageous
to the Holders in the good faith judgment of the Issuer when taken as a whole as compared to the applicable agreement as in effect
on the date of such acquisition, merger, amalgamation or consolidation);


 


(7)          transactions
with customers, clients, suppliers, Joint Venture partners or purchasers or sellers of goods or services (including, without limitation,
licensing, production, co-production, services (e.g., shared services agreements), advertising, distribution, promotional or delivery
agreements), in each case in the ordinary course of the business of the Issuer and the Restricted Subsidiaries and otherwise in
compliance with the terms of this Indenture; provided that in the reasonable determination of the Issuer, such transactions
are on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that could reasonably have
been obtained at the time of such transactions in a comparable transaction by the Issuer or such Restricted Subsidiary with an
unrelated Person;


 




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(8)          any
issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Issuer and the granting of registration
and other customary rights in connection therewith;


 


(9)          the
entering into of any tax sharing agreement or arrangement and the performance thereunder;


 


(10)        any
contribution to the capital of the Issuer, or any sale of Capital Stock of the Issuer (other than Disqualified Stock);


 


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


 


(12)        pledges
of Capital Stock of Unrestricted Subsidiaries;


 


(13)        any
employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;


 


(14)        any
distribution, license, participation, sale, lease, production, reproduction or co-financing agreement, guarantee, negative pick-up
or other acquisition agreement, or other similar agreement to any of the foregoing, entered into in the ordinary course of business
and on an arm’s length basis; and


 


(15)        any
Permitted Slate Transaction.


 


Section
4.12         Limitation on Liens.


 


From and after the Assumption on the Assumption
Date, the Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur, assume
or suffer to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of Subsidiaries),
or income or profits therefrom, whether owned on the Assumption Date or acquired after that date, which Lien secures any Indebtedness
unless:


 


(a)          in
the case of Liens securing Subordinated Obligations, the Notes and related Guarantees are secured by a Lien on such property or
assets (including Capital Stock of Subsidiaries), or income or profits therefrom that is senior in priority to such Liens; or


 


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


 


Any Lien created for the benefit of the Holders
pursuant to this Section 4.12 shall provide by its terms that such Lien shall be automatically and unconditionally released and
discharged upon the release and discharge of the Lien(s) that gave rise to the obligation to so secure the Notes.


 


Section
4.13         Corporate Existence.


 


Subject to Article 5, the Issuer (or LGEC
prior to the Assumption Date) shall do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence, in accordance with the organizational documents (as the same may be amended from time to time) of the Issuer
(or LGEC prior to the Assumption Date).


 




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Section
4.14         Offer to Repurchase Upon Change of Control.


  


(a)          If
a Change of Control (other than as a result of the Starz Acquisition) occurs, unless the Issuer has exercised its right to redeem
all of the Notes pursuant to Section 3.07, the Issuer will make an offer to purchase all of the Notes (the “Change of
Control Offer”) at a purchase price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid
interest, if any, to, but not including, the date of purchase (the “Change of Control Payment”), 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 (other than as a result of the Starz Acquisition), unless the Issuer has exercised its
right to redeem all of the Notes pursuant to Section 3.07, the Issuer will send notice of such Change of Control Offer by first-class
mail, with a copy to the Trustee (or the Issuer will provide such notice to the Trustee, and the Trustee will mail, deliver electronically
or otherwise send such notice in accordance with the procedures of DTC on the Issuer’s behalf), to each Holder, with the
following information:


 


(1)          that
a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change
of Control Offer will be accepted for purchase by the Issuer at a purchase price in cash equal to the Change of Control Payment
(subject to the right of Holders of record on the relevant Record Date to receive interest on the relevant Interest Payment Date);


 


(2)         
the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change
of Control Payment Date”);


 


(3)          that
Notes must be tendered in principal amount of $2,000 or an integral multiple of $1,000 in excess thereof, and any Note not properly
tendered will remain outstanding and continue to accrue interest;


 


(4)          that,
unless the Issuer defaults in the payment of the Change of Control Payment, any Note accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;


 


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


 


(6)          that
Holders 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 at the address specified in the notice, not later than the close of business on the 30th day following
the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder
of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered
Notes and its election to have such Notes purchased;


 


(7)          that
if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes


 




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surrendered; and that the unpurchased
portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and


 


(8)          the
procedures, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow in order to have its Notes
repurchased.


 


A Change of Control Offer may be made in advance
of a Change of Control, and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place
for such Change of Control at the time of making of the Change of Control Offer, and in such case the notice of the Change of Control
Offer may state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including
more than 60 days after the date the notice of redemption was delivered (or delivered electronically if the Notes are held by any
Depositary)) as such Change of Control occurs, or such purchase may not occur and such notice may be rescinded in the event that
the Change of Control does not occur by the Change of Control Payment Date, or may be rescinded at any time in the Issuer’s
discretion if in the good faith judgment of the Issuer the Change of Control will not occur.


 


(b)          On
the Change of Control Payment Date, the Issuer will, to the extent lawful:


 


(1)          accept
for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control
Offer;


 


(2)          deposit
with the Paying Agent no later than 12:00 Noon, New York time, on such date, an amount equal to the Change of Control Payment in
respect of all Notes or portions of the Notes 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 the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer in accordance with
this Section 4.14.


 


If the Change of Control Payment Date is on
or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, to,
but not including, the Change of Control Payment Date will be paid on the relevant interest payment date to the Person in whose
name a Note is registered at the close of business on such record date.


 


(c)          Prior
to making a Change of Control Payment, and as a condition to such payment (1) the requisite holders of each issue of Material
Indebtedness issued under an indenture or other agreement that would, in the determination of the Issuer, be violated by such payment
shall have consented to such Change of Control Payment being made and waived the event of default, if any, caused by the Change
of Control or (2) the Issuer shall repay all such outstanding Material Indebtedness. The failure of the Issuer to effect such
repayment or obtain such consent prior to making a Change of Control Payment shall be a Default under this Section 4.14.


 


(d)          The
Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a


 




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Change of Control Offer made by the Issuer
and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.


 


(e)          The
Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.14. To the extent that the provisions
of any securities laws or regulations conflict with provisions of this Indenture, the Issuer will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue of the conflict.


 


(f)          If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes
in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described
above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have
the right, upon notice as described in Section 3.03 and not more than 30 days following such purchase pursuant to the Change of
Control Offer to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate
principal amount of such Notes, plus accrued and unpaid interest on the Notes that remain outstanding to, but not including, the
redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment
Date that is on or prior to the redemption date).


 


(g)          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.


 


Section
4.15         Future Guarantees.


 


(a)          The
Issuer will cause each Restricted Subsidiary that Guarantees, on the Assumption Date after giving effect to the Assumption or any
time thereafter, any Material Indebtedness of the Issuer or any Guarantor (and, without limiting the foregoing, the Issuer may,
in its sole discretion, cause any other Restricted Subsidiary), if such Restricted Subsidiary is not a Guarantor under this Indenture,
to reasonably promptly (but in any event within 60 days) after guaranteeing such Material Indebtedness:


 


(1)          execute
and deliver a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit C, pursuant to which
such Restricted Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable
to Guarantors, including, but not limited to, Article 10; provided that if the supplemental indenture is not in the form
of Exhibit C, such Guarantor shall deliver to the Trustee an Opinion of Counsel to the effect that:


 


(A)         such
Notes Guarantee has been duly executed and authorized; and


 


(B)         such
Notes Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement
thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent
transfers) and except insofar as enforcement thereof is subject to general principles of equity.


 




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(b)          Notwithstanding
anything herein to the contrary, the Guarantee of any Guarantor organized outside of the United States or Canada shall be subject
to such other limitations as are customary in such Guarantor’s jurisdiction as reasonably determined by the Issuer.


 


Section
4.16         Effectiveness of Covenants.


 


(a)          Following
the first day after the Assumption Date on which:


 


(1)          the
Notes have an Investment Grade Rating from both of the Rating Agencies; and


 


(2)          no
Default has occurred and is continuing under this Indenture,


 


(the occurrence of the events described in the foregoing clauses
(1) and (2) being collectively referred to as a “Covenant Suspension Event”) the Issuer and its Restricted Subsidiaries
will not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, and Section 5.01(a)(4) (collectively, the “Suspended
Covenants”).


 


(b)          If
at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended
Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”)
and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment
to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating
and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such
time that the Notes maintain an Investment Grade Rating from both Rating Agencies and no Default or Event of Default is in existence);
provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture,
the Notes or the Notes Guarantees with respect to the Suspended Covenants based on, and none of the Issuer or any of its Subsidiaries
shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions
taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions
or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of
time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”


 


(c)          On
the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant
to Section 4.09(a) or Section 4.09(b) or one of the clauses set forth in Section 4.09(c) (to the extent such Indebtedness would
be permitted to be Incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness Incurred prior to the
Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred
pursuant to Section 4.09(a), Section 4.09(b) or Section 4.09(c), such Indebtedness will be deemed to have been outstanding on the
Assumption Date, so that it is classified as permitted under clause (2) of Section 4.09(c). Calculations made after the Reinstatement
Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been
in effect since the Assumption Date and throughout the Suspension Period. Accordingly,


 




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Restricted Payments made during the Suspension
Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a).


 


(d)          During
any period when the Suspended Covenants are suspended, the Board of Directors of the Issuer may not designate any of the Issuer’s
Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture.


 


(e)          The
Issuer shall give the Trustee written notice of any Covenant Suspension Event within five Business Days after such Covenant Suspension
Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reinstatement Date not later than five
Business Days after such Reinstatement Date. Absent such written notice the Trustee shall be entitled to assume that no Covenant
Suspension Event or the occurrence of any Reinstatement Date has occurred.


 


Section
4.17         Limitation on Lines of Business.


 


The Issuer will not, and will not permit any
Restricted Subsidiary to, engage in any material respect in any business other than a Related Business.


 


Section
4.18         Activities Prior to the Release.


 


Prior to the consummation of the Transactions:


 


(a)          FinanceCo’s
primary activities will be restricted to (1) issuing the Notes, (2) issuing capital stock to, and receiving capital contributions
from, its parent entities, (3) performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement,
(4) consummating the Transactions and the Release (as defined in the Escrow Agreement), (5) consummating a Special Mandatory Redemption,
if applicable, (6) conducting such other activities as are necessary or appropriate to maintain its existence and carry out the
activities described in the foregoing clauses (1) through (5) and (7) passing resolutions and taking any other action necessary
or appropriate to effect the liquidation of FinanceCo on or promptly after the Assumption Date.


 


(b)          FinanceCo
shall not engage in any business activity or enter into any transaction or agreement (including, without limitation, making any
Restricted Payment or Permitted Investment, incurring any Indebtedness other than the Notes, incurring any Liens except in favor
of the Escrow Agent, Trustee and/or Holders of the Notes, entering into any merger, amalgamation, consolidation or sale, assignment,
transfer, conveyance, exchange or other disposition of all or substantially all of its assets or engaging in any transaction with
its Affiliates) except (1) to the extent necessary to consummate the Transactions or a Special Mandatory Redemption and (2) the
transactions contemplated by the Escrow Agreement (including any Investments deemed to exist by virtue of the Escrow Agreement
or the payment of fees and expenses related to the offering of the Notes), in each case, substantially in accordance with the descriptions
thereof set forth in the Offering Memorandum, together with such amendments, modifications and waivers that are not, individually
or in the aggregate, materially adverse to the Holders of the Notes in their capacities as such.


 


(c)          FinanceCo
will not own, hold or otherwise have any interest in any material assets other than the Escrow Property, cash and Cash Equivalents
to fund expected


 




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interest payments payable upon a Special Mandatory
Redemption and its rights under any agreements entered into in furtherance of completion of the Transactions.


 


Article
5


 


SUCCESSORS


 


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


 


(a)          On
and after the Assumption Date, the Issuer will not merge, amalgamate or consolidate with or into (whether or not the Issuer is
the surviving corporation), or convey, transfer or lease all or substantially all of its assets to, any Person, unless:


 


(1)          the
Issuer is the surviving person or the resulting, surviving or transferee Person (the “Successor Issuer”) is
a corporation organized and existing under the laws of Canada, any Province of Canada, the United States of America, any State
of the United States or the District of Columbia;


 


(2)          the
Successor Issuer (if not the Issuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all the obligations of the Issuer under the Notes and this Indenture;


 


(3)          immediately
after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Issuer or any
Subsidiary of the Successor Issuer as a result of such transaction as having been Incurred by the Successor Issuer or such Subsidiary
at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;


 


(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 (x) the Issuer (including any Successor Issuer) would be able to
Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(b) or (y) the Net Total Leverage Ratio, calculated on
a Pro Forma Basis, would not be greater than it was immediately prior to such transaction;


 


(5)          each
Guarantor (unless it is the other party to the transactions above, in which case Section 5.01(d) shall apply) shall have by supplemental
indenture confirmed that its Notes Guarantee shall apply to such Person’s obligations in respect of this Indenture and the
Notes; and


 


(6)          the
Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such merger,
amalgamation, consolidation, conveyance or transfer and such supplemental indenture (if any) comply with this Indenture and any
other documentation and other information about the Successor Issuer as shall have been reasonably required by the Trustee that
the Trustee shall have reasonably determined is required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulation, including the Patriot Act.


 


(b)          Notwithstanding
clauses (3) and (4) of Section 5.01(a):


 




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(1)          any
Restricted Subsidiary may merge with, amalgamate with, consolidate with or into or transfer all or part of its properties and assets
to the Issuer so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Issuer or another
Restricted Subsidiary; and


 


(2)          the
Issuer may merge with, amalgamate with or consolidate with an Affiliate of the Issuer solely for the purpose of reincorporating
the Issuer in Canada, a Province of Canada or a State or territory of the United States or the District of Columbia, so long as
the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby; provided that, in the
case of a Restricted Subsidiary that merges, amalgamates or consolidates into the Issuer, the Issuer will not be required to comply
with Section 5.01(a)(4).


 


(c)          Notwithstanding
Section 5.01(a) and this Section 5.01(b), the Transactions will be permitted subject to compliance with the requirements of Section
5.01(a)(6).


 


(d)          The
Issuer will not permit any Guarantor to merge, amalgamate or consolidate with or into (whether or not the Issuer or such Guarantor
is the surviving corporation), or convey, transfer or lease all or substantially all of its properties and assets to any Person
(other than with or into, or to, the Issuer or a Guarantor) unless:


 


(1)          if
such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) will
be a corporation, partnership, trust or limited liability company organized and existing under the laws of Luxembourg, any country
within the United Kingdom, Canada, a Province of Canada, the United States of America, any State of the United States or the District
of Columbia or the jurisdiction of organization of such Guarantor;


 


(2)          the
Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Notes, this
Indenture and its Notes Guarantee pursuant to a supplemental indenture or other document or instrument in form and substance reasonably
satisfactory to the Trustee;


 


(3)          immediately
after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or
transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted
Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and


 


(4)          the
Issuer will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such merger,
amalgamation, consolidation, winding up or disposition and such supplemental indenture (if any) comply with this Indenture.


 


(e)          Except
as otherwise described in this Indenture, the Successor Guarantor shall succeed to, and be substituted for, such Guarantor under
this Indenture and the Notes Guarantee of such Guarantor. Notwithstanding the foregoing, without complying with any of clauses
(1) through (4) of Section 5.01(d), any Guarantor may merge, amalgamate or consolidate with or into or transfer all or part of
its properties and assets (1) to another Guarantor or the Issuer or (2) to any other Person in a transaction permitted by Section
4.10 or by the definition of the term “Asset Sale.” Additionally, notwithstanding Section 5.01(d), any Guarantor may
merge,


 




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amalgamate or consolidate with a Restricted
Subsidiary of the Issuer solely for the purpose of reincorporating the Guarantor federally, in a Province of Canada or a State
of the United States or the District of Columbia, as long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries
is not increased thereby.


 


Section
5.02         Successor Entity Substituted.


 


(a)          Notwithstanding
anything in this Indenture or otherwise to the contrary, at any time from and after the Issue Date, at the option of the Issuer
and following prior written notice from the Issuer to the Trustee, LGEC may consummate the Assumption.


 


(b)          From
and after the Assumption Date, the Successor Issuer shall be considered the Issuer for all purposes of this Indenture.


 


(c)          On
the Assumption Date, FinanceCo shall deliver, with respect to the Notes, to the Trustee (a) a supplemental indenture substantially
in the form of Exhibit D hereto and (b) an Officers’ Certificate and an Opinion of Counsel, each stating that such Assumption
and such supplemental indenture comply with this Indenture.


 


(d)          Upon
any consolidation, amalgamation or merger, or conveyance, transfer or lease all or substantially all of the assets of the Issuer
or any Guarantor to any Person in accordance with this Article V, the Issuer or such Guarantor, as the case may be, will be released
from its obligations under this Indenture and its Notes Guarantee, as the case may be, and the Successor Issuer or Successor Guarantor,
as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor,
as the case may be, under this Indenture and such Notes Guarantee; provided that, in the case of a lease of all or substantially
all its assets, the Issuer will not be released from the obligation to pay the principal of, premium, if any, and interest on the
Notes and such Guarantor will not be released from its obligations under its Notes Guarantee, as the case may be.


 


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 any payment of interest on any Note when due, for a period of 30 days;


 


(2)          default
in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise;


 




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(3)          failure
by the Issuer or any Guarantor to comply for 60 days after notice as provided below with any of its other agreements contained
in this Indenture, the Notes or the Notes Guarantees;


 


(4)          at
any time after the Assumption Date, there is a failure by the Issuer, any Guarantor or any Restricted Subsidiary to pay any Indebtedness,
other than Indebtedness owed to any Guarantor or the Issuer or a Restricted Subsidiary, and other than Indebtedness incurred by
a Special Purpose Producer that is non-recourse to the Issuer or any Restricted Subsidiary other than such Special Purpose Producer
(for the avoidance of doubt, an outstanding Negative Pick-up Obligation of the Issuer or any Restricted Subsidiary shall be considered
recourse Indebtedness of the Issuer or such Restricted Subsidiary), within any applicable grace period after final maturity or
the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the principal amount of
such indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default
or such other default or the maturity of which has been so accelerated, aggregates $75,000,000 or its foreign currency equivalent
or more;


 


(5)          The
Issuer (or LGEC prior to the Assumption Date), any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together (as of the date of the most recent audited consolidated financial statements of the Issuer (or
LGEC prior to the Assumption Date) and the Restricted Subsidiaries), would constitute a 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
an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Bankruptcy Law (including, for the avoidance
of doubt, the filing of a notice of intention under the Bankruptcy and Insolvency Act (Canada) or of an application under
the Companies’ Creditors Arrangement Act (Canada) or any proposal to compromise, arrange or reorganize any of its
debts or obligations under Section 192 of the Canada Business Corporations Act or any similar provision of Canadian federal
or provincial corporate law);


 


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


 


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


 


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


 


(A)         is
for relief against the Issuer (or LGEC prior to the Assumption Date), any Restricted Subsidiary that is a Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together (as of the date of the most recent


 




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audited consolidated financial statements
of the Issuer (or LGEC prior to the Assumption Date) and the Restricted Subsidiaries), would constitute a Significant Subsidiary,
in a proceeding in which the Issuer (or LGEC prior to the Assumption Date), any such Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the most recent audited consolidated
financial statements of the Issuer (or LGEC prior to the Assumption Date) and the Restricted Subsidiaries), would constitute a
Significant Subsidiary, is to be adjudicated bankrupt or insolvent;


 


(B)         appoints
a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar official of the
Issuer (or LGEC prior to the Assumption Date), any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together (as of the date of the most recent audited consolidated financial statements of the Issuer (or
LGEC prior to the Assumption Date) and the Restricted Subsidiaries), would constitute a Significant Subsidiary, or for all or substantially
all of the property of the Issuer (or LGEC prior to the Assumption Date), any Restricted Subsidiary that is a Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together (as of the date of the most recent audited consolidated financial
statements of the Issuer (or LGEC prior to the Assumption Date) and the Restricted Subsidiaries), would constitute a Significant
Subsidiary;


 


(C)         orders
the liquidation, dissolution or winding up of the Issuer (or LGEC prior to the Assumption Date), any Restricted Subsidiary that
is a Significant Subsidiary or any group of Subsidiaries that, taken together (as of the date of the most recent audited consolidated
financial statements of the Issuer (or LGEC prior to the Assumption Date) and the Restricted Subsidiaries), would constitute a
Significant Subsidiary; or


 


(D)         orders
the presentation of any plan or arrangement, compromise or reorganization of the Issuer (or LGEC prior to the Assumption Date),
any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of
the date of the most recent audited consolidated financial statements of the Issuer (or LGEC prior to the Assumption Date) and
the Restricted Subsidiaries), would constitute a Significant Subsidiary;


 


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


 


(7)          failure
by the Issuer (or LGEC prior to the Assumption Date) or any Significant Subsidiary or group of Restricted Subsidiaries that, taken
together (as of the date of the most recent audited consolidated financial statements of the Issuer (or LGEC prior to the Assumption
Date) and the Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess
of $75,000,000 or its foreign equivalent (net of any amounts that a reputable and creditworthy insurance company has acknowledged
liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days;


 


(8)          any
Notes Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the date of the most
recent audited consolidated


 




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financial statements for the Issuer
(or LGEC prior to the Assumption Date) and the Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be
in full force and effect (except as contemplated by the terms of this Indenture and the Notes Guarantees) or is declared null and
void in a judicial proceeding or any Guarantor denies or disaffirms its obligations under this Indenture or its Notes Guarantee
to which it is a party and the Issuer fails to cause such Guarantor to rescind such denials or disaffirmations within 30 days;
or


 


(9)          the
failure by FinanceCo to consummate the Special Mandatory Redemption, to the extent required under Section 3.08.


 


However, a default under clause (3) of this Section 6.01(a)
will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding
Notes notify the Issuer of the default in writing and the Issuer does not cure such default within the time specified in clause (3)
of this Section 6.01(a) after receipt of such notice.


 


(b)          In
the event of a declaration of acceleration of the Notes because an Event of Default described in clause (4) of Section 6.01(a)
has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if:


 


(1)          the
default triggering such Event of Default pursuant to clause (4) of Section 6.01(a) shall be remedied or cured by the Issuer or
a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration
with respect thereto; and


 


(2)          (A)
the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction,
(B) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived and (C) there has been deposited with the Trustee a sum sufficient
to pay all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel in accordance with the terms of this Indenture.


 


Section
6.02         Acceleration.


 


(a)          If
any Event of Default (other than an Event of Default described in clause (5) or (6) of Section 6.01(a)) occurs and is continuing,
the Trustee by written notice to the Issuer, specifying the Event of Default, or the Holders of at least 25% in principal amount
of the outstanding Notes by notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare
the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a
declaration, such principal, premium, if any, and accrued and unpaid interest shall be due and payable immediately.


 


(b)          If
an Event of Default described in clause (5) or (6) of Section 6.01(a) occurs and is continuing, the principal of, premium,
if any, and interest that is both accrued and unpaid on all the Notes will become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders.


 




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(c)          The
Holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment
of principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if all existing
Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due
solely by such declaration of acceleration, have been cured or waived.


 


Section
6.03         Other Remedies.


 


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


 


(b)          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.
All remedies are cumulative to the extent permitted by law.


 


Section
6.04         Waiver of Past Defaults.


 


The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default and its consequences hereunder, except:


 


(1)          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); and


 


(2)          a
Default with respect to a provision that under Section 9.02 cannot be amended without the consent of each Holder affected,


 


provided, subject to Section 6.02, that the Holders of
a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including
any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section
6.05         Control by Majority.


 


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


 


Section
6.06         Limitation on Suits.


 


Subject to Section 6.07, no Holder may pursue
any remedy with respect to this Indenture or the Notes unless:


 




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(a)          such
Holder has previously given the Trustee notice that an Event of Default is continuing;


 


(b)          the
Holders of at least 25% in principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;


 


(c)          such
Holders have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;


 


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


 


(e)          the
Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction that, in the opinion
of the Trustee, is inconsistent with such request within such 60-day period.


 


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


 


Section
6.07         Rights of Holders to Receive Payment.


 


Notwithstanding any other provision of this
Indenture, the contractual right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any,
and interest (including Additional Amounts) on its Note, on or after the respective due dates expressed in this Indenture or such
Note shall not be amended 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) occurs and is continuing, the Trustee may 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 accrued and unpaid interest to, but not including,
the date of payment on the Notes, together with interest on overdue principal and, to the extent lawful, interest and such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee and 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 Guarantors, 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, no right or remedy herein conferred


 




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


 


Section
6.13         Priorities.


 


If the Trustee collects any money or property
pursuant to this Article 6, it shall pay out the money in the following order:


 


(a)          to
the Trustee and its agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expenses and
liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 




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


 


(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 pursuant to this Section 6.13. Promptly after any record date is set pursuant to this paragraph, the Trustee shall cause
notice of such record date and payment date to be given to the Issuer and to each Holder in the manner set forth in Section 12.02.


 


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 such suit to file 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 pursuant to Section 6.07, or a suit by Holders of more than 10%
in aggregate 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:


 


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


 


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


 




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


 


(1)          this
paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01;


 


(2)          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


 


(3)          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.


 


(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, the Notes or the Notes Guarantees
at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security reasonably
satisfactory to it against any loss, liability or expense.


 


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


 


Section
7.02         Rights of Trustee.


 


(a)          The
Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in 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 (or LGEC prior
to the Assumption Date), personally or by agent or attorney at the sole cost of the Issuer (or LGEC prior to the Assumption Date)
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, subject
to the other provisions of this Indenture. 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 written 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 reasonably satisfactory to it against
such risk or liability is not assured to it.


 


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


 


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


 


(i)          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, which Officers’ Certificate may
be signed by any person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.


 


(j)          The
permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty
to do so.


 


(k)          The
Trustee shall have no duty to inquire as to the performance of the covenants of the Issuer in this Indenture and shall be entitled
to assume that the Issuer and the Guarantors are in compliance with the terms of 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. Any Agent may do the same with like rights. 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 Section 7.10 and 7.11.


 


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


 




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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 of which a Responsible Officer
of the Trustee has been notified occurs and is continuing, the Trustee shall mail (or otherwise communicate in accordance with
the procedures of DTC) to each Holder notice of the Default within 90 days after it occurs and is known to a Responsible Officer
of the Trustee. Except in the case of a Default relating to the payment of principal of, 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. The Trustee shall not be deemed to know
of any Default unless written notice of any event which is in fact such a Default is received by a Responsible Officer of the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the existence of a Default, the Notes and this Indenture.


 


Section
7.06         [reserved].


 


Section
7.07         Compensation and Indemnity.


 


(a)          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 shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents
and counsel. The Trustee shall provide the Issuer reasonable notice of any expenditure not in the ordinary course of business.


 


(b)          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 Guarantor (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, gross negligence or bad faith.


 




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(c)          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.


 


(d)          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 of and premium, if
any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.


 


(e)          When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(5) or (6) 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)          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 by giving 30 days’
prior notice of such resignation to the Issuer and be discharged from the trust hereby created by so notifying the Issuer. The
Holders of a majority in aggregate 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:


 


(1)          the
Trustee fails to comply with Section 7.10;


 


(2)          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;


 


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


 


(4)          the
Trustee becomes incapable of acting.


 


(b)           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 aggregate principal
amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.


 


(c)          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 aggregate principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


(d)          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,
such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(e)          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


 




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duties of the Trustee under this Indenture.
The successor Trustee shall send 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. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.


 


(f)          As
used in this Section 7.08, the term “Trustee” shall also include each Agent.


 


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 or national banking association,
the successor corporation or national banking association without any further act shall be the successor Trustee, subject to Section
7.10.


 


Section
7.10         Eligibility; Disqualification.


 


(a)          There
shall at all times be a Trustee hereunder that is a corporation or national banking association 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         [reserved].


 


Section
7.12         Quebec Power of Attorney.


 


For the purposes of holding any guarantees
or security granted by or to be granted by the Issuer or any of the Guarantors pursuant to the laws of the Province of Quebec,
each of the parties hereto hereby appoints and designates the Trustee as the hypothecary representative (within the meaning of
Article 2692 of the CCQ) for all present and future Holders. By becoming a Holder, each Holder shall be deemed to ratify the appointment
as hypothecary representative granted to the Trustee hereunder for and on behalf of the all present and future Holders. The Trustee
agrees to act in such capacity. The execution prior to the date hereof by the Trustee in its capacity as hypothecary representative
of any guarantees or security pursuant to the laws of the Province of Quebec is hereby ratified and confirmed. For greater certainty,
the Trustee, acting as hypothecary representative, shall have the same rights, powers, immunities, indemnities and exclusions from
liability as prescribed in favor of the Trustee in this Indenture, which shall apply mutatis mutandis. In the event of the resignation
or replacement and appointment of a successor Trustee, such successor Trustee shall also act as the hypothecary representative
unless a hypothecary representative is otherwise appointed.


 




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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 Section 8.03 applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.


 


Section
8.02         Legal Defeasance and Discharge.


 


(a)          Upon
the Issuer’s exercise under Section 8.01 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, be deemed to have been discharged from their obligations
with respect to all outstanding Notes and Notes Guarantees on the date the conditions set forth below are satisfied, and the Notes
Guarantees in effect at such time will terminate (“Legal Defeasance”). For this purpose, Legal Defeasance means
that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this
Indenture referred to in (1) and (2) below, and to have satisfied all of its other obligations under such Notes and this Indenture,
including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:


 


(1)          the
rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments
are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.04;


 


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


 


(3)          the
rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and


 


(4)          this
Section 8.02.


 


(b)          Upon
the Issuer’s exercise of its Legal Defeasance option, the Notes Guarantees in effect at such time will terminate. Following
the Issuer’s exercise of its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of
Default.


 


(c)          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.


 


Section
8.03         Covenant Defeasance.


 


Upon the Issuer’s exercise under Section
8.01 of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions
set


 




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forth in Section 8.04, be released from their
obligations under the covenants contained in Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.17 and Section
5.01(a)(4) with respect to the outstanding Notes, on and after the date the conditions set forth in Section 8.04 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 this Indenture and 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, but, except as specified
above, the remainder of this Indenture, and such Notes and the Notes Guarantees shall be unaffected thereby. In addition, upon
the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04, the operation of Section 6.01(a)(3), Section 6.01(a)(4), Section 6.01(a)(5)(solely with respect
to Restricted Subsidiaries that are Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together as of the
date of the most recent audited financial statements of the Issuer and the Restricted Subsidiaries, would constitute a Significant
Subsidiary), Section 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries or a group of
Restricted Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Issuer and the
Restricted Subsidiaries, would constitute a Significant Subsidiary), Section 6.01(a)(7) (solely with respect to Restricted Subsidiaries
that are Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together as of the date of the most recent
audited financial statements of the Issuer and the Restricted Subsidiaries, would constitute a Significant Subsidiary) and Section
6.01(a)(8), shall not constitute Events of Default.


 


Section
8.04         Conditions to Legal or Covenant Defeasance.


 


The following shall be the conditions to the
exercise of either the Legal Defeasance option under Section 8.02 or the Covenant Defeasance option under Section 8.03 with respect
to the Notes:


 


(1)          the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in Dollars, Government Securities,
or a combination thereof, in such amounts as will be sufficient, as evidenced by an Officers’ Certificate of the Issuer (or,
in the case of any deposit of Government Securities, as evidenced by the opinion of a nationally recognized (in Canada or the United
States) firm of independent public accountants), to pay the principal of, premium, if any, and interest due on the outstanding
Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the
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,


 




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(A)         the
Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or


 


(B)         since
the Issue Date, 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 will confirm that, subject to customary assumptions and exclusions, the Holders of the respective outstanding
Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance
and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;


 


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


 


(4)          such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior
Credit Facility or any other material agreement or instrument (other than this Indenture) relating to Material Indebtedness of
the Issuer or any Guarantor;


 


(5)          no
Event of Default or Default relating to Section 6.01(a)(4), Section 6.01(a)(5), Section 6.01(a)(6) or Section 6.01(a)(7) shall
have occurred and be continuing on the date of such deposit (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); and


 


(6)          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. In the case of Legal Defeasance only,
such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable U.S. Federal income
tax law.


 


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


 


(a)          Subject
to Section 8.06, 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 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


 




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


 


(b)          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 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.


 


(c)          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 8.06 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), 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 the Issuer.


 


Subject to any applicable abandoned property
law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal
of or premium, if any, or interest, on any Note and remaining unclaimed for two years after such principal, 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; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Issuer cause to be published once, in The New York Times or The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.


 


Section
8.07         Reinstatement.


 


If the Trustee or Paying Agent is unable to
apply any Dollars or Government Securities in accordance with Section 8.02 or Section 8.03, 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 and the Guarantors’ obligations under this Indenture, the Notes and the Notes Guarantees shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03, as the case may be; provided
that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders to receive such payment from the money held by the
Trustee or Paying Agent.


 




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Article
9


 


AMENDMENT, SUPPLEMENT
AND WAIVER


 


Section
9.01         Without Consent of Holders.


 


(a)          Notwithstanding
Section 9.02, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture,
the Notes, the Notes Guarantees or the Escrow Agreement to:


 


(1)          cure
any ambiguity, omission, mistake, defect or inconsistency;


 


(2)          provide
for the assumption by a successor entity of the obligations of the Issuer or any Guarantor under this Indenture, the Notes or the
Notes Guarantees;


 


(3)          provide
for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes (provided that the
uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated
Notes are described in Section 163(f)(2)(B) of the Code);


 


(4)          comply
with the rules of any applicable Depositary;


 


(5)          add
Guarantors with respect to the Notes or release a Guarantor from its obligations under its Notes Guarantee or this Indenture in
accordance with the applicable provisions of this Indenture or the Notes Guarantees;


 


(6)          add
covenants of the Issuer or its Subsidiaries or Events of Default for the benefit of or to make changes that would provide additional
rights to the Holders, or to surrender any right or power conferred upon the Issuer or any Guarantor;


 


(7)          make
any change that does not adversely affect the legal rights under this Indenture of any Holder;


 


(8)          comply
with any requirement of the SEC in connection with any required qualification of this Indenture under the Trust Indenture Act;


 


(9)          evidence
and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor
Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;


 


(10)        provide
for the issuance of Additional Notes, which shall be treated, together with any outstanding Notes, as a single class of securities,
so long as the Incurrence of such Additional Notes is otherwise permitted by this Indenture;


 


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


 




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(12)        
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
(A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of applicable Canadian
securities laws, the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect
the rights of Holders to transfer Notes.


 


(b)          Upon
the request of the Issuer and upon receipt by the Trustee of the documents described in Section 12.04, the Trustee shall join with
the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that adversely affects its own rights, duties or immunities
under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the
addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture
to this Indenture, the form of which is attached as Exhibit C, and delivery of an Officers’ Certificate, except
as provided in Section 4.15 and Section 5.01(d).


 


Section
9.02         With Consent of Holders.


 


(a)          Except
as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes or the Notes
Guarantees with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any)
then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal, or premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or
the Notes Guarantees 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 the purchase of,
or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding”
for the purposes of this Section 9.02.


 


(b)          Upon
the request and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.04, the Trustee shall join with the Issuer
and the Guarantors 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.


 


(c)          The
consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, supplement
or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. A


 




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consent to any amendment, supplement or waiver
under this Section 9.02 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid
by such tender.


 


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


 


(e)          Without
the consent of each affected Holder, an amendment, supplement or waiver under this Section 9.02 may not:


 


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


 


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


 


(3)          reduce
the principal of or extend the Stated Maturity of any Note;


 


(4)          reduce
the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased
as described under Section 3.07 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;


 


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


 


(6)          amend
the right of any Holder to institute suit for the enforcement of any payment of principal, premium, if any, or interest on or with
respect to such Holder’s Notes on or after the respective due dates expressed in this Indenture or such Notes;


 


(7)          make
any change in the amendment provisions which require each Holder’s consent or in the waiver provisions;


 


(8)          modify
the form of the Notes Guarantee in any manner adverse to the Holders or release the Guarantors constituting all or substantially
all of the value of the Notes Guarantees of all Guarantors as a whole; or


 


(9)          expressly
subordinate the Notes in right of payment to any other Indebtedness of the Issuer or a Guarantor.


 


(f)          Without
the consent of the Holders of at least 100% of the principal amount of the Notes then outstanding, no amendment, supplement or
waiver may amend or waive any condition to the Release under the Escrow Agreement.


 


Section
9.03         [reserved].


 


Section
9.04         Effect of Consents.


 


(a)          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


 




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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. An amendment,
supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 


(b)          The
Issuer may, but shall not be obligated to, fix a record date pursuant to Section 1.05 for the purpose of determining the Holders
entitled to consent to any amendment, supplement, or waiver.


 


Section
9.05         Notation on or Exchange of Notes.


 


(a)          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.


 


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


 


Section
9.06         Trustee to Sign Amendments, etc.


 


The Trustee shall sign any amendment, supplement
or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until its Board of Directors approves
it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01) shall
be fully protected in relying upon, in addition to the documents required by Section 12.04, an Officers’ Certificate and
an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this
Indenture.


 


Article
10


 


GUARANTEES


 


Section 10.01       Notes
Guarantee.


 


(a)          Subject
to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured,
unsubordinated basis, to each Holder 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 (1) the principal of, premium, if any,
and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer
to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (2) 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 by the Issuer 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 


 




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immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.


 


(b)          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 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
Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture,
or pursuant to Section 10.06.


 


(c)          Each
Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred
by the Trustee or any Holder in enforcing any rights under this Section 10.01.


 


(d)          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 the Issuer or the Guarantors, any amount paid either to the Trustee
or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


(e)          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, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 for the purposes of this Notes Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this Notes 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 Notes Guarantees.


 


(f)          Each
Notes 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 or 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 the Notes 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


 




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permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


(g)          In
case any provision of any Notes 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.


 


(h)          Each
payment to be made by a Guarantor in respect of its Notes Guarantee shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature.


 


Section
10.02       Limitation on Guarantor Liability.


 


Each Guarantor, and by its acceptance of Notes,
each Holder, hereby confirms that it is the intention of all such parties that the Notes 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 U.S. federal or state law, Canadian federal or provincial law, law of England or law of Luxembourg
to the extent applicable to any Notes Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after
giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under
its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.


 


Notwithstanding any other provision of this
Indenture, the maximum liability of any Guarantor incorporated under the laws of Luxembourg (a “Luxembourg Guarantor”)
pursuant to its Notes Guarantee shall be limited to an amount equal to the sum of:


 


(a)          an
amount equal to the aggregate (without double-counting) of (A) all moneys received by the Luxembourg Guarantor or its direct or
indirect present or future Subsidiaries under this Indenture and (B) the aggregate amount directly or indirectly made available
to the Luxembourg Guarantor or its direct or indirect present or future Subsidiaries by other members of the Group that has been
financed by a borrowing under this Indenture;


 


plus


 


(b)          an
amount equal to 95% of the greater of (a) the Luxembourg Guarantor’s own funds (capitaux propres), as referred to
in annex I to the grand ducal regulation dated December 18, 2015 defining the form and content of the presentation of balance sheet
and profit and loss account implementing Articles 34, 35, 46 and 47 of the Luxembourg law dated December 19, 2002 concerning the
trade and companies register and the accounting and annual accounts of undertakings as amended (the “Regulation”)
as increased by the amount of any Intra-Group Liabilities, each as reflected in the Luxembourg Guarantor’s latest duly approved
annual accounts and other relevant documents available to the Trustee on the Assumption Date or (b) the Luxembourg Guarantor’s
own funds (capitaux propres), as referred to in the Regulation as increased by the amount of any Intra-Group Liabilities,
each as reflected in the Luxembourg Guarantor’s latest duly approved annual accounts and other relevant documents available
to the Trustee at the time the applicable Notes Guarantee is called.


 




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For the purposes of this Section 10.02, “Intra-Group
Liabilities” means all existing liabilities owed by the Luxembourg Guarantor to the Issuer or any Guarantor that have
not been financed, directly or indirectly, by the proceeds of the Notes.


 


Where for the purpose of the determination
of the Luxembourg Guarantor’s own funds as under clause (b) above, no duly established and approved annual accounts are available
for the relevant reference period (which, for the avoidance of doubt, includes a situation where, in respect of the determination
to be made under clause (b) above, no final annual accounts have been established in due time in respect of the then most recently
ended financial year) the relevant Luxembourg Guarantor shall, promptly, establish unaudited interim accounts (as of the date of
the end of the then most recent financial quarter) or annual accounts (as applicable) duly established in accordance with applicable
accounting rules, pursuant to which the relevant Luxembourg Guarantor’s own funds and Intra-Group Liabilities will be determined.
If the relevant Luxembourg Guarantor fails to provide such unaudited interim accounts or annual accounts (as applicable) within
30 Business Days as from the request of the Trustee, the Trustee may appoint an independent auditor (réviseur d’entreprises
agréé) or an independent reputable investment bank which shall undertake the determination of the relevant Guarantor’s
own funds and Intra-Group Liabilities. In order to prepare such determination, the independent auditor (réviseur d’entreprises
agréé) or the independent reputable investment bank shall take into consideration such available elements and
facts at such time, including without limitation, the latest annual accounts of its Subsidiaries, any recent valuation of the assets
of such Luxembourg Guarantor and its subsidiaries (if available), the market value of the assets of such Luxembourg Guarantor and
its subsidiaries as if sold between a willing buyer and a willing seller as a going concern using a standard market multi criteria
approach combining market multiples, book value, discounted cash flow or comparable public transaction of which price is known
(taking into account circumstances at the time of the valuation and making all necessary adjustments to the assumption being used)
and acting in a reasonable manner.


 


Section 10.03       Execution
and Delivery.


 


(a)          To
evidence its Notes Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a supplemental indenture to this Indenture
substantially in the form attached hereto as Exhibit C (or, if in connection with the Assumption, Exhibit D) shall
be executed on behalf of such Guarantor by an Officer thereof or person holding an equivalent title.


 


(b)          Each
Guarantor hereby agrees that its Notes Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding
the absence of the endorsement of any notation of such Notes Guarantee on the Notes.


 


(c)          If
an Officer whose signature is on a supplemental indenture to this Indenture no longer holds that office at the time the Trustee
executes such supplemental indenture, the Notes Guarantees shall be valid nevertheless.


 


(d)          If
required by Section 4.15, the Issuer shall cause any Restricted Subsidiary to comply with the provisions of Section 4.15 and this
Article 10, to the extent applicable.


 




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Section 10.04       Subrogation.


 


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


 


Section 10.05       Benefits
Acknowledged.


 


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


 


Section 10.06       Release
of Notes Guarantees.


 


(a)          A
Guarantor shall be automatically and unconditionally released and discharged from its obligations under its Notes Guarantee and
this Indenture, and no further action by such Guarantor, the Issuer or the Trustee shall be required for the release of such Guarantor’s
Notes Guarantee, upon:


 


(1)          any
sale, assignment, transfer, conveyance, exchange or other disposition (by merger, amalgamation, consolidation or otherwise) of
the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or any sale, assignment,
transfer, conveyance, exchange or other disposition of all or substantially all the assets of such Guarantor (other than by lease);
provided that, in each of the foregoing cases, such sale, assignment, transfer, conveyance, exchange or other disposition
is made in compliance with this Indenture, including, if applicable, Section 4.10 (it being understood that only such portion of
the Net Available Cash as is required to be applied on or before the date of such release in accordance with Section 4.10 needs
to be applied in accordance therewith at such time) and Article 5;


 


(2)          the
release or discharge of such Guarantor from its Guarantee of Indebtedness of the Issuer under the Senior Credit Facility (including
by reason of the termination of the Senior Credit Facility) and all other Material Indebtedness of the Issuer and its Restricted
Subsidiaries;


 


(3)          the
proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary;


 


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


 


(5)          in
the case of any Guarantor which has provided a Notes Guarantee in the Issuer’s discretion and which does not or, substantially
contemporaneously with the release, will not Guarantee any Material Indebtedness of the Issuer, the Issuer’s


 




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delivering notice to the Trustee
of its election to release such Guarantor from its Notes Guarantee; and


 


The Issuer shall, from time to time upon the
written request of the Trustee, provide the Trustee with a current list of the Guarantors. At the request of the Issuer, the Trustee
shall execute and deliver an appropriate instrument evidencing the termination of the applicable Notes Guarantee.


 


Section
10.07       Indemnity and Subrogation.


 


In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to Section 10.09), the Issuer agrees that in the event
a payment shall be made by any Guarantor hereunder or under the Notes or the Notes Guarantee, the Issuer shall indemnify such Guarantor
for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall
have been made to the extent of such payment.


 


Section
10.08       Contribution and Subrogation.


 


Each Guarantor (a “Contributing Guarantor”)
agrees (subject to Section 10.09) that, in the event a payment shall be made by any other Guarantor hereunder or under the Notes
or the Notes Guarantee in respect of any amount owed thereunder to satisfy any obligation owed to the Trustee, or any Holder and
such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Issuer as provided
in Section 10.07, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment
multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the
denominator of which shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
becoming a party hereto after the date hereof, the date such Guarantor becomes a party). Any Contributing Guarantor making any
payment to a Claiming Guarantor pursuant to this Section 10.08 shall be subrogated to the rights of such Claiming Guarantor under
Section 10.07 to the extent of such payment.


 


Section
10.09       Subordination.


 


Notwithstanding any provision of this Indenture
to the contrary, all rights of the Guarantors under Sections 10.07 and 10.08 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations
hereunder and under the Notes. No failure on the part of the Issuer or any Guarantor to make the payments required by Sections
10.07 and 10.08 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and
liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount
of its obligations hereunder. The Issuer and each Guarantor hereby agree that all Indebtedness and other monetary obligations owed
by it to the Issuer or any Restricted Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the
Obligations hereunder and under the Notes.


 




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Article
11


 


SATISFACTION AND DISCHARGE


 


Section 11.01       Satisfaction
and Discharge.


 


(a)          This
Indenture will be discharged and will 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 that have been replaced or paid and Notes
for whose payment money has been theretofore 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, will become due and payable within one year or may be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer,
and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely
for the benefit of the Holders, cash in Dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness on the Notes not theretofore
delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption,
as the case may be, as evidenced by an Officers’ Certificate of the Issuer (or, in the case of any deposit of Government
Securities, as evidenced by the opinion of a nationally recognized (in Canada or the United States) firm of independent public
accountants); provided that with respect to any discharge that requires the payment of the Applicable Premium, the amount
deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to
the Applicable Premium, calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption
only required to be deposited with the Trustee on the date of the redemption;


 


(B)         no
Event of Default set forth in, or Default relating to, Sections 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) or 6.01(a)(7) shall have occurred
and be continuing on the date of such deposit (other than an Event of Default or a Default 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); and such deposit shall not result in a breach or violation of, or constitute a default under,
the Senior Credit Facility or any other material agreement or instrument (other than this Indenture) relating to Material Indebtedness
of the Issuer or any Guarantor;


 


(C)         the
Issuer has paid or caused to be paid all other sums payable by it under this Indenture; and


 


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


 




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(b)          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 Section 11.01(a), the provisions
of Section 11.02 and Section 8.06 shall survive.


 


Section 11.02        Application
of Trust Money.


 


(a)          Subject
to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 11.01 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, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money need
not be segregated from other funds except to the extent required by law.


 


(b)          If
the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; provided that if the Issuer has made
any payment of principal of or premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.


 


Article
12


 


MISCELLANEOUS


 


Section 12.01       Trust
Indenture Act.


 


The provisions of the Trust Indenture Act
do not apply to this Indenture or the Notes.


 


Section 12.02       Notices.


 


(a)          Any
notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and (1) delivered
in person, (2) mailed by first-class mail (certified or registered, return receipt requested) or overnight air courier guaranteeing
next day delivery or (3) sent by facsimile or electronic transmission, to the others’ addresses:


 


If to the Issuer and/or any Guarantor:


 


c/o Lions Gate Entertainment Inc.


2700 Colorado Avenue, Suite 200


Santa Monica, California 90404


Fax No.: (310) 452-8934


Attention: Wayne Levin, VP & General Counsel


 




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With a copy to:


Wachtell, Lipton, Rosen & Katz


51 West 52nd Street


New York, NY 10019


Fax No: (212) 403-2000


Attention: John R. Sobolewski and Joshua A. Feltman


 


If to the Trustee:


 


Deutsche Bank Trust Company Americas


Trust & Agency Services


60 Wall Street, 16th Floor


Mail Stop: NYC60-1630


New York, New York 10005


Fax No.: (732) 578-4635


Attention: Corporates Team Deal Manager – LG FinanceCo
Corp.


 


With a copy to:


 


Deutsche Bank Trust Company Americas


c/o Deutsche Bank National Trust Company


Trust & Agency Services


100 Plaza One, Mailstop JCY03-0699


Jersey City, New Jersey 07311


Fax No.: (732) 578-4635


Attention: Corporates Team Deal Manager – LG FinanceCo.
Corp.


 


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


 


(b)          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; on the first date on which publication is made if by publication; five calendar days after being
deposited in the mail, postage prepaid, if mailed by first-class mail; the next Business Day after timely delivery to the courier,
if mailed by overnight air courier guaranteeing next day delivery; when receipt acknowledged, if sent by facsimile or electronic
transmission; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt
thereof.


 


(c)          Any
notice or communication to a Holder shall be mailed by first-class mail (certified or registered, return receipt requested) or
by overnight air courier guaranteeing next day delivery to its address shown on the Note Register or by such other delivery system
as the Trustee agrees to accept. 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.


 


(d)          Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.


 




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(e)          Where
this Indenture provides for notice of any event to a Holder of a Global Note, such notice shall be sufficiently given if given
to the Depositary for such Note (or its designee), pursuant to the applicable procedures of such Depositary, if any, prescribed
for the giving of such notice.


 


(f)          The
Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured facsimile
or electronic transmission; provided, however, that (1) the party providing such written notice, instructions or
directions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions
to the Trustee in a timely manner, and (2) such originally executed notice, instructions or directions shall be signed by an authorized
representative of the party providing such notice, instructions or directions. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such notice,
instructions or directions notwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent
notice, instructions or directions.


 


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


 


(h)          If
the Issuer sends a notice or communication to Holders, it shall send a copy to the Trustee and each Agent at the same time.


 


Section 12.03       Communication
by Holders with Other Holders.


 


Holders may communicate with other Holders
with respect to their rights under this Indenture or the Notes in the manner contemplated by the provisions of Section 312(b) of
the Trust Indenture Act (it being understood that, for the avoidance of doubt, the provisions of the Trust Indenture Act do not
apply to this Indenture or the Notes). The disclosure by the Trustee of any such information as to the names and addresses of the
Holders in accordance with the provisions of this Section 12.03, regardless of the source from which such information was derived,
shall not be deemed to be a violation of any existing law, or of any law hereafter enacted, nor shall such Trustee be held accountable
by reason of mailing any material pursuant to a request made under this Section 12.03.


 


Section 12.04       Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application by the Issuer
or any Guarantor to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall,
at the request of the Trustee, furnish to the Trustee:


 


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


 


(2)          an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with;
provided that (A) subject to Section 4.15 and Section 5.01(d), no Opinion of Counsel shall be required in connection with
the addition of a Guarantor under this


 




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Indenture upon execution and delivery
by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit C
(or, if in connection with the Assumption, Exhibit D) and (B) no Opinion of Counsel shall be required in connection with
the issuance of Notes on the Issue Date.


 


Section 12.05       Statements
Required in Certificate or Opinion.


 


Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04)
shall include:


 


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


 


(2)          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;


 


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


 


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


 


Section 12.06        Rules
by Trustee and Agents.


 


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


 


Section 12.07        No
Personal Liability of Directors, Officers, Employees and Stockholders.


 


No director, Officer, employee, incorporator
or stockholder of the Issuer or the Guarantors, as such, shall have any liability for any obligations of the Issuer under the Notes,
this Indenture or the Notes Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.


 


Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.


 


Section 12.08       Governing
Law.


 


THIS INDENTURE, THE NOTES AND ANY NOTES GUARANTEE
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 




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Section 12.09        Waiver
of Jury Trial.


 


EACH OF THE ISSUER, THE GUARANTORS AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTES GUARANTEES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


Section 12.10        Force
Majeure.


 


In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly
or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software or hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances.


 


Section 12.11        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 12.12       Successors.


 


All agreements of the Issuer in this Indenture
and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements
of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06.


 


Section 12.13       Severability.


 


In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.


 


Section 12.14       Counterpart
Originals.


 


The parties may sign any number of copies
of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy
is enough to prove this Indenture. Notwithstanding the foregoing, the exchange of copies of this Indenture and of signature pages
by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and
may be used in lieu of the original Indenture and signature pages for all purposes.


 


Section
12.15       Table of Contents, Headings, etc.


 


The Table of Contents, Cross-Reference Table
and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be


 




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considered a part of this Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.


 


Section 12.16       U.S.A.
PATRIOT Act.


 


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


 


Section 12.17        Consent
to Jurisdiction; Appointment of Agent for Service of Process.


 


(a)          The
Issuer and each Guarantor, jointly and severally, agrees that any suit, action or proceeding against the Issuer or any Guarantor
arising out of or relating to this Indenture, the Notes and the Notes Guarantees may be instituted in any state or U.S. Federal
court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Issuer and
each Guarantor irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Issuer
and each Guarantor irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding
that may be brought in connection with this Indenture, the Notes and the Notes Guarantees, including such actions, suits or proceedings
relating to the securities laws of the U.S. or any state thereof, in such courts whether on the grounds of venue, residence or
domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment
in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or relevant Guarantor
and may be enforced in any court to the jurisdiction of which the Issuer or relevant Guarantor is subject by a suit upon such judgment;
provided that service of process is effected upon the Issuer or relevant Guarantor in the manner provided by this Section
12.17.


 


(b)          The
Issuer and each Guarantor hereby consents to service of process by mail at the address to which notices are to be given to it pursuant
to Section 12.02.


 


Section
12.18        Judgment Currency


 


If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due under the Notes or this Indenture into any currency other than Dollars, the Issuer
and each Guarantor agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase Dollars with such other currency in The City of New York on
the Business Day preceding that on which final judgment is given. The obligation of the Issuer and each Guarantor with respect
to any sum due from it to the Trustee and the Holders shall, notwithstanding any judgment in a currency other than Dollars, not
be discharged until the first Business Day following receipt by the Trustee or the Holders of any sum in such other currency, and
only to the extent that the Trustee may in accordance with normal banking procedures purchase Dollars with such other


 




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currency. If the Dollars so purchased are
less than the sum originally due to the Trustee or the Holders, the Issuer and each of the Guarantors, jointly and severally, to
the extent permitted by law, agree as a separate obligation and notwithstanding any such judgment, to indemnify the Trustee and
such Holders against such loss. If the Dollars so purchased are greater than the sum originally due to the Trustee or the Holders,
the Trustee and the Holders hereby agree to pay to the Issuer an amount equal to the excess of the Dollars so purchased over the
sum originally due to such person.


 


[Signatures on following pages]


 




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	 	lg financeco Corp.
	 	 
	 	By:	/s/ Wayne Levin
	 	 	Name: Wayne Levin
	 	 	Title:   President and Secretary


 


[Signature Page to Indenture]


 




     


     


    

 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 	 
	 	By: Deutsche Bank National Trust Company
	 	 
	 	By:	/s/ Linda Reale
	 	 	Name: Linda Reale
	 	 	Title:   Vice President
	 	 	 
	 	By:	/s/ Robert S. Peschler
	 	 	Name: Robert S. Peschler
	 	 	Title:   Vice President
	 	 	 


 


[Signature Page to Indenture]


 




     


     


    

 


APPENDIX A


 


PROVISIONS RELATING TO INITIAL NOTES


AND ADDITIONAL NOTES


 


Section 1.1           Definitions.


 


(a)          Capitalized Terms.


 


Capitalized terms used but not defined in
this Appendix A have the meanings given to them in this Indenture. The following capitalized terms have the following meanings:


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial interest therein, the
rules and procedures of the Depositary for such Global Note, Euroclear and Clearstream, in each case to the extent applicable to
such transaction and as in effect from time to time.


 


“Clearstream” means Clearstream
Banking, Société Anonyme, or any successor securities clearing agency.


 


“Distribution Compliance Period,”
with respect to any Note, means the 40-day “distribution compliance period” as defined in Regulation S.


 


“Euroclear” means Euroclear
Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency.


 


“IAI” means an institutional
“accredited investor” as described in Rule 501.


 


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


 


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


 


“Regulation S Notes” means
any notes offered and sold in reliance on Regulation S.


 


“Regulation S Permanent Global Notes”
means any Regulation S Notes issued in the form of one or more global Notes that are no longer subject to the Distribution Compliance
Period.


 


“Regulation S Temporary Global Notes”
means any Regulation S Notes issued in the form of one or more global Notes that are subject to the Distribution Compliance Period.


 


“Rule 501” means Rule 501(a)(1),
(2), (3) or (7) under the Securities Act.


 


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


 


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


 


“Rule 144A Notes” means
any notes offered and sold in reliance on Rule 144A.


 


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


 




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“Unrestricted Global Note”
means any Global Note that does not bear or is not required to bear the Restricted Notes Legend.


 


(b)          Other
Definitions.


 


	Term:	 	Defined
    in Section:
	“Agent Members”	 	2.1(d)
	“Automatic Exchange”	 	2.3(e)
	“Automatic Exchange Date”	 	2.3(e)
	“Automatic Exchange Notice”	 	2.3(e)
	“Automatic Exchange Notice Date”	 	2.3(e)
	“Global Note”	 	2.1(b)
	“Global Notes Legend”	 	2.3(f)(i)
	“IAI Global Note”	 	2.1(b)
	“Initial Global Note”	 	2.1(b)
	“OID Notes Legend”	 	2.3(f)(i)
	“Regulation S Global Note”	 	2.1(b)
	“Regulation S Temporary Global Notes Legend”	 	2.3(f)(i)
	“Restricted Notes Legend”	 	2.3(f)(i)
	“Rule 144A Global Note”	 	2.1(b)


 


Section 2.1           Form
and Dating.


 


(a)          The
Initial Notes issued on the date hereof shall be issued in a transaction exempt from registration under the Securities Act. Additional
Notes may include (1) Rule 144A Notes and (2) Regulation S Notes, and any such Additional Notes may thereafter be transferred
to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501.


 


(b)          Global
Notes. The Initial Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered
form (collectively, the “Initial Global Note”), any Additional Notes constituting Rule 144A Notes shall be issued
initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A
Global Note”) and any Additional Notes constituting Regulation S Notes shall be issued initially in the form of
Regulation S Temporary Global Notes (collectively with the Regulation S Permanent Global Notes, the “Regulation S Global
Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which
shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name
of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this
Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes
Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on any issue
date in respect of Additional Notes constituting Rule 144A Notes or Regulation S Notes, deposited with the Custodian, and registered
in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided
in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution.
Beneficial ownership interests in any Regulation S Global Note shall not be exchangeable for interests in the Rule 144A
Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Distribution


 




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Compliance Period. The Initial Global Note,
Rule 144A Global Note, the IAI Global Note and the Regulation S Global Note are each referred to herein as a “Global
Note” and are collectively referred to herein as “Global Notes”; provided that the term “Global
Note” when used in Sections 2.1(d), 2.3(b), 2.3(g), 2.3(h)(i), 2.3(h)(ii) and 2.4 of this Appendix A and Section 2.06
of this Indenture shall also include the Unrestricted Global Note. Each Global Note shall represent such of the outstanding Notes
as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall
provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect
exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this Indenture and Section
2.3(c) below.


 


(c)          Temporary
Global Notes. Any Initial Notes and any Additional Notes offered and sold in reliance on Regulation S shall be issued initially
in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes 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.


 


Following the termination of the Distribution
Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in
the Regulation S Permanent 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.


 


(d)          Book-Entry
Provisions. This Section 2.1(d) shall apply only to a Global Note deposited with or on behalf of the Depositary.


 


The Issuer shall execute and the Trustee shall,
in accordance with this Section 2.1(d) and Section 2.2 and pursuant to an order of the Issuer signed by one Officer of
the Issuer, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary
for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian.


 


Members of, or participants in, the Depositary
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf
by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Issuer, the
Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the Depositary or impair, as


 




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between the Depositary and its Agent Members,
the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest
in any Global Note.


 


(e)          Definitive
Notes. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be entitled
to receive physical delivery of certificated Notes.


 


Section 2.2           Authentication.
The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the
Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $520,000,000, (b) subject
to the terms of this Indenture, Additional Notes and (c) the Unrestricted Global Notes for issue only in accordance with Section 2.3(e).
Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated
and whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Global Notes.


 


Section 2.3           Transfer
and Exchange.


 


(a)          Transfer
and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Registrar with a request:


 


(i)          to
register the transfer of such Definitive Notes; or


 


(ii)         to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive
Notes surrendered for transfer or exchange:


 


(1)          shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and


 


(2)          in
the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:


 


(A)         if
such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or


 


(B)         if
such Definitive Notes are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse
side of the Initial Note); or


 


(C)         if
such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the
Securities Act or in reliance upon another exemption from the registration requirements of the


 




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Securities Act, (x) a certification
to that effect (in the form set forth on the reverse side of the Initial Note) and (y) if the Issuer so requests, an opinion
of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the applicable
legends set forth in Section 2.3(f)(i).


 


(b)          Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive
Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar,
together with:


 


(i)          (A)
certification (in the form set forth on the reverse side of the Initial Note) that such Definitive Note is being transferred (1)
to a QIB in accordance with Rule 144A, (2) to an IAI that has furnished to the Trustee a signed letter substantially
in the form of Exhibit B or (3) outside the United States of America in an offshore transaction within the meaning
of Regulation S and in compliance with Rule 904 under the Securities Act; or (B) such other certification and Opinion of Counsel
as the Trustee shall require; and


 


(ii)         written
instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect
to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such
instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall
cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures
existing between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be
increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount
of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged
for certificated securities pursuant to Section 2.4, the Issuer shall issue and the Trustee shall authenticate, upon written
order of the Issuer in the form of an Officers’ Certificate, a new Global Note in the appropriate principal amount.


 


(c)          Transfer
and Exchange of Global Notes. (i)  The transfer and exchange of Global Notes or beneficial interests therein shall
be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth
herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver
a written order given in accordance with the Depositary’s procedures containing information regarding the participant account
of the Depositary to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be
credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making
the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. Transfers by
an owner of a beneficial interest in the Rule 144A Global Note or the IAI Global Note to a transferee who takes delivery of such
interest through the Regulation S Global Note, whether before or after the expiration of the


 




    5


     


    

 


Distribution Compliance Period, shall be made
only upon receipt by the Trustee of a certification in the form provided on the reverse of the Initial Notes from the transferor
to the effect that such transfer is being made in accordance with Regulation S or (if available) Rule 144 under the Securities
Act and that, if such transfer is being made prior to the expiration of the Distribution Compliance Period, the interest transferred
shall be held immediately thereafter through Euroclear or Clearstream. In the case of a transfer of a beneficial interest in either
the Regulation S Global Note or the Rule 144A Global Note for an interest in the IAI Global Note, the transferee must
furnish a signed letter substantially in the form of Exhibit B to the Trustee.


 


(ii)         If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note,
the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which
such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar
shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which
such interest is being transferred.


 


(iii)        Notwithstanding
any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Note may not
be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary.


 


(d)          Restrictions
on Transfer of Regulation S Global Note. (i) Prior to the expiration of the Distribution Compliance Period, interests
in the Regulation S Global Note may only be held through Euroclear or Clearstream. During the Distribution Compliance Period,
beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream
in accordance with the Applicable Procedures and only (1) to the Issuer, (2) so long as such security is eligible for
resale pursuant to Rule 144A, to a person whom the selling holder reasonably believes is a QIB that purchases for its own
account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A,
(3) in an offshore transaction in accordance with Regulation S, (4) pursuant to an exemption from registration under
the Securities Act provided by Rule 144 (if applicable) under the Securities Act or another available exemption, (5) to
an IAI purchasing for its own account, or for the account of such an IAI, in a minimum principal amount of Notes of $250,000 or
(6) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable
securities laws of any state of the United States of America. Prior to the expiration of the Distribution Compliance Period, transfers
by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through
the Rule 144A Global Note or the IAI Global Note shall be made only in accordance with Applicable Procedures and upon receipt by
the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse of the
Initial Note to the effect that such transfer is being made to (1) a QIB within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A or (2) an IAI purchasing for its own account, or for the account of such an IAI, in a minimum principal
amount of the Notes of $250,000. Such written certification shall no longer be required after the expiration of the


 




    6


     


    

 


Distribution Compliance Period. In the case
of a transfer of a beneficial interest in the Regulation S Global Note for an interest in the IAI Global Note, the transferee
must furnish a signed letter substantially in the form of Exhibit B to the Trustee.


 


(ii)         Upon
the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall be transferable
in accordance with applicable law and the other terms of this Indenture.


 


(e)          Automatic
Exchange of Beneficial Interests in a Global Note that is a Transfer Restricted Note for Beneficial Interests in an Unrestricted
Global Note. Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to
maintain compliance with the Securities Act, beneficial interests in a Global Note that is a Transfer Restricted Note may be automatically
exchanged into beneficial interests in an Unrestricted Global Note without any action required by or on behalf of the Holder (the
“Automatic Exchange”) at any time on or after the date that is the six months after (1) with respect to
any Note issued on the Issue Date, the later of (x) the Issue Date and (y) the last date on which the Issuer or any Affiliate of
the Issuer was the owner of such Note or (2) with respect to any Additional Note, if any, the later of (x) the issue date
of such Additional Note and (y) the last date on which the Issuer or any Affiliate of the Issuer was the owner such Note, or, in
each case, if such day is not a Business Day, on the next succeeding Business Day (the “Automatic Exchange Date”).
Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance
with the Securities Act, the Issuer may (A) provide written notice to the Trustee at least 10 calendar days prior to the Automatic
Exchange, instructing the Trustee to direct the Depositary to exchange all of the outstanding beneficial interests in a particular
Global Note that is a Transfer Restricted Note to the Unrestricted Global Note, which the Issuer shall have previously otherwise
made eligible for exchange with the DTC, (B) provide prior written notice (the “Automatic Exchange Notice”)
to each Holder at such Holder’s address appearing in the register of Holders at least 10 calendar days prior to the Automatic
Exchange (the “Automatic Exchange Notice Date”), which notice must include (I) the Automatic Exchange Date,
(II) the section of this Indenture pursuant to which the Automatic Exchange shall occur, (III) the “CUSIP”
number of the Global Note that is a Transfer Restricted Note from which such Holder’s beneficial interests will be transferred
and the (IV) “CUSIP” number of the Unrestricted Global Note into which such Holder’s beneficial interests
will be transferred, and (C) on or prior to the date of the Automatic Exchange, deliver to the Trustee for authentication
one or more Unrestricted Global Notes, duly executed by the Issuer, in an aggregate principal amount equal to the aggregate principal
amount of Global Notes that are Transfer Restricted Notes to be exchanged. At the Issuer’s request on no less than 5 calendar
days’ notice, the Trustee shall deliver, in the Issuer’s name and at its expense, the Automatic Exchange Notice to
each Holder at such Holder’s address appearing in the register of Holders. Notwithstanding anything to the contrary in this
Section 2.3, during the 10 day period between the Automatic Exchange Notice Date and the Automatic Exchange Date, no transfers
or exchanges other than pursuant to this Section 2.3(e) shall be permitted without the prior written consent of the Issuer. As
a condition to any Automatic Exchange, the Issuer shall provide, and the Trustee shall be entitled to rely upon, an Officers’
Certificate in form reasonably acceptable to the Trustee to the effect that the Automatic Exchange shall be effected in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend shall no longer
be required in order to maintain compliance with the Securities Act and


 




    7


     


    

 


that the aggregate principal amount of the
particular Global Note that is a Transfer Restricted Note is to be transferred to the particular Unrestricted Global Note by adjustment
made on the records of the Trustee, as custodian for the Depositary to reflect the Automatic Exchange. Upon such exchange of beneficial
interests pursuant to this Section 2.3(e), the aggregate principal amount of the Global Notes shall be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary, to reflect the relevant increase or decrease in
the principal amount of such Global Note resulting from the applicable exchange. The Global Note that is a Transfer Restricted
Note from which beneficial interests are transferred pursuant to an Automatic Exchange shall be canceled following the Automatic
Exchange.


 


(f)           Legends.


 


(i)           Except
as permitted by the following paragraphs (ii), (iii) or (iv), each Note certificate evidencing the Global Notes (other than
an Unrestricted Global Note) and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall
bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend
only) (“Restricted Notes Legend”):


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:


 


(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFF-SHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,


 


(2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED
TO UNDER RULE 144(d)(1) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT INCLUDING PROVIDED BY RULE 144 (IF AVAILABLE), (C)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH
TRANSFER, THE COMPANY AND THE TRUSTEE ARE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY


 




    8


     


    

 


THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT)
OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS, AND


 


(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR (2)(E) ABOVE) A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.


 


IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST
HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CERTIFY TO THE TRUSTEE THE MANNER OF SUCH TRANSFER. AS USED HEREIN
THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN
TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.”


 


Each Note issued with original issue discount will also bear
the following additional legend (“OID Notes Legend”):


 


“THIS NOTE HAS BEEN ISSUED
WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).
UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE
PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. HOLDERS
SHOULD CONTACT THE TREASURER OF THE ISSUER AT 2700 COLORADO AVENUE, SUITE 200, SANTA MONICA, CALIFORNIA 90404.”


 


Each Global Note shall bear the following additional legend
(“Global Notes Legend”):


 


“THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), NEW YORK, NEW YORK, 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 IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 




    9


     


    

 


TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”


 


Each Regulation S Temporary Global Note shall bear the following
additional legend (“Regulation S Temporary Global Notes Legend”):


 


“THE RIGHTS ATTACHING TO
THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR REGULATION S PERMANENT GLOBAL
NOTES, ARE AS SPECIFIED IN THE INDENTURE. UPON THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE DEEMED TO BE
A REGULATION S PERMANENT GLOBAL NOTE.”


 


(ii)         Upon
any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction
on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such
exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note).


 


(iii)        Upon
a sale or transfer after the expiration of the Distribution Compliance Period of any Initial Note or Additional Note acquired pursuant
to Regulation S, all requirements that such Initial Note or Additional Note bear the Restricted Notes Legend shall cease to apply
and the requirements requiring any such Initial Note or Additional Note be issued in global form shall continue to apply.


 


(iv)        Any
Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.


 


(g)          Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall
be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest
in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall
be reduced 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 reduction.


 




    10


     


    

 


(h)          No
Obligation of the Trustee.


 


(i)           The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the
Depositary or any other Person with respect to the accuracy of the records 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, member,
beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) 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 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 applicable rules and 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 members, participants and any beneficial owners.


 


(ii)         The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Depositary participants, members or beneficial owners 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 2.4           Definitive
Notes.


 


(a)          A
Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 shall be transferred to
the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of
such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 and (i) the Depositary
notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary
ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not
appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an
Event of Default has occurred and is continuing or (iii) the Issuer, in its sole discretion, notifies the Trustee in writing that
it elects to cause the issuance of certificated Notes under this Indenture. In addition, any Affiliate of the Issuer or any Guarantor
that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such
Affiliate in the form of a Definitive Note by providing a written request to the Issuer and the Trustee and such Opinions of Counsel,
certificates or other information as may be required by this Indenture or the Issuer or Trustee.


 


(b)          Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall


 




    11


     


    

 


authenticate and deliver, upon such transfer
of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion
of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations
of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated
Initial Note or Additional Note in the form of a Definitive Note delivered in exchange for an interest in the Global Note shall,
except as otherwise provided by Section 2.3(f), bear the Restricted Notes Legend.


 


(c)          Subject
to the provisions of Section 2.4(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.


 


(d)          In
the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Issuer shall promptly
make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.


 




    12


     


    

 


SCHEDULE 1


 


INITIAL UNRESTRICTED SUBSIDIARIES


 


Chuck Productions Corp.


Cornfield Productions, LLC


Dresden Files Productions Corp.


Dresden Files Productions I Corp.


Dude Productions Corp.


GLC New Enterprise Licensing, LLC


Harold Productions, LLC


IFE Finance GP Inc.


Kumar Productions, LLC


Landscape Interactive Web Design


Landscape Television Inc.


LG Films Finance I, LLC


LG Nextpoint Merger Corp.


LG Productions Canada, ULC


LG UK Film Ventures, LLC


LionsGate Channels, Inc.


LionsGate Channels 2, Inc.


Lions Gate Films Licensing LLC


Lions Gate Finance LP


Lions Gate Interactive, Inc.


Lions Gate Tennessee, Inc.


Lions Gate X-US Productions, LLC


Mandate Development II, LLC


Mandate Development, LLC


Mandate Holdings, LLC


Mandate Music Publishing, LLC


Music City Productions, Inc.


Seashore GER 3, Inc.


Summit Entertainment Limited


Summit Entertainment N.V.


Tough Trade Productions, Inc.


 




    Sch. 1-1


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[Insert the Restricted
Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert the Global Notes
Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert the OID Notes
Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert the Regulation
S Temporary Global Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 




    A-1


     


    

 


CUSIP [                       ]


ISIN [                     ]1


 


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


 


5.875% Senior Notes due 2024


 


	No. ___	Up to [$______________]


 


LG FINANCECO CORP.


 


to be assumed by


 


LIONS GATE ENTERTAINMENT CORP.


 


promises to pay to CEDE & CO. or registered assigns, the
principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________________________
U.S. Dollars] on November 1, 2024.


 


Interest Payment Dates: May 1 and November 1, commencing May
1, 2017


 


Record Dates: April 15 and October 15


 


 






1
      Rule 144A Note CUSIP: 535919 AL8


Rule 144A Note ISIN: US535919AL83


Regulation S Note CUSIP: C5183U
AB4


Regulation S Note ISIN: USC5183UAB47


IAI Note CUSIP: 535919 AM6


IAI Note ISIN: US535919AM66






 




    A-2


     


    

 


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


 


Dated: [__________] [__], 20[__]


 


	 	LG Financeco corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    A-3


     


    

 


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


 


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


 




    A-4


     


    

 


[Back of Note]


 


5.875% Senior Notes due 2024


 


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


 


1.            INTEREST.
The Issuer promises to pay interest on the principal amount of this Note at 5.875% per annum from and including October 27, 2016
to, but not including, maturity. The Issuer shall pay interest semi-annually in arrears on May 1 and November 1 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).
Interest on the Notes shall accrue from and including the most recent date to which interest has been paid or, if no interest has
been paid, from and including the date of issuance; provided that the first Interest Payment Date shall be May 1, 2017.
The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal
and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the interest rate on the Notes. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months. For purposes of the Interest Act (Canada), the rate of interest payable under the Notes, when
expressed as an annual rate of interest, is equivalent to (x) the applicable rate payable based on a year of 360 days, (y) multiplied
by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends,
and (z) divided by 360.


 


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 April 15 or October 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date,
even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. Principal of and premium, if any, and interest on the Notes shall be
payable at the office or agency of the Issuer maintained for such purpose or, at the option of the Issuer, payment of interest
may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium
on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the
Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


3.            PAYING
AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, 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 27, 2016 (the “Indenture”), among LG FinanceCo
Corp., a corporation organized under the laws of the Province of British Columbia, Canada, and the Trustee. This Note is one


 




    A-5


     


    

 


of a duly authorized issue of notes of the
Issuer designated as its 5.875% Senior Notes due 2024. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01
and 4.09 of the Indenture. 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.            REDEMPTION
AND REPURCHASE.


 


The Notes are subject to optional and mandatory
redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. Except as set forth in Section
3.08 of the Indenture the Issuer shall not be required to make mandatory redemption payments or sinking fund payments with respect
to the Notes.


 


6.            DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
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 to, among other things, furnish appropriate endorsements and transfer documents, and Holders
shall be required to pay any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture. The
Issuer need not exchange or register the transfer or exchange of any Note selected for redemption in whole or in part 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 beginning at the opening of business 15 days before the day of any selection of Notes to be redeemed.


 


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


 


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


 


9.            DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Upon the occurrence of
an Event of Default, the rights and obligations of the Issuer, the Guarantors, the Trustee and the Holders shall be as set forth
in the Indenture.


 


10.          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.


 


11.          GOVERNING
LAW. THE INDENTURE, THE NOTES AND ANY NOTES GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.


 


12.          CUSIP
AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Issuer has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices
of redemption as a convenience to Holders. No representation is made


 




    A-6


     


    

 


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:


 


c/o Lions Gate Entertainment Inc.


2700 Colorado Avenue, Suite 200


Santa Monica, California 90404


Fax No.: (310) 452-8934


Attention: Wayne Levin, Vice President &
General Counsel


 




    A-7


     


    

 


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-8


     


    

 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR


REGISTRATION OF TRANSFER RESTRICTED NOTES


 


This certificate relates to $_________ principal amount of Notes
held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the
Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to
its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or



 


		 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.



 


In connection with any transfer of any of the Notes evidenced
by this certificate occurring prior to the expiration of the holding period referred to in Rule 144 under the Securities Act,
the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	 	(1)	 ̈	to the Issuer or subsidiary thereof; or
	 	 	 	 
	 	(2)	 ̈	to the Registrar for registration in the name of the Holder, without transfer; or
	 	 	 	 
	 	(3)	 ̈	pursuant to an effective registration statement under the Securities Act of 1933; or
	 	 	 	 
	 	(4)	 ̈	inside the United States of America to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
	 	 	 	 
	 	(5)	 ̈	outside the United States of America in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or
	 	 	 	 
	 	(6)	 ̈	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; or
	 	 	 	 
	 	(7)	 ̈	pursuant to another available exemption from registration under the Securities Act of 1933.


 


Unless one of the boxes is checked, the Trustee will
refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof;
provided, however, that if box (5), (6) or (7) is checked, the Trustee may require, prior to registering any
such transfer of the Notes, such legal opinions, certifications and other information as the Issuer


 




    A-9


     


    

 


has reasonably requested to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act of 1933.


 


	 	 	 	 
	 	 	Your Signature


 


	Signature Guarantee:	 	 
	 	 	 
	Date:	     	 	 	

	Signature must be guaranteed by a 

participant in a recognized signature

 guaranty medallion program or other

 signature guarantor acceptable

 to the Trustee	 	
        Signature of Signature

        Guarantor



 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE
IS CHECKED.


 


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


 


	Dated:	 	 	 	

	 	 	NOTICE:  To be executed by
	 	 	an executive officer


 




    A-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*


 


The initial outstanding principal amount of
this Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or
for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been
made:


 


	Date of

    Exchange	 	Amount of

    decrease

    in Principal

    Amount	 	Amount of increase

    in Principal

    Amount of this

    Global Note	 	Principal Amount

    of

    this Global Note

    following such

    decrease or

    increase	 	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


TRANSFEREE LETTER OF REPRESENTATION


 


Lions Gate Entertainment Corp.


c/o Lions Gate Entertainment Inc.


2700 Colorado Avenue, Suite 200


Santa Monica, California 90404


Fax No.: (310) 452-8934


Attention: Wayne Levin, Vice President & General Counsel


 


Deutsche Bank Trust Company Americas


Trust & Agency Services


60 Wall Street, 16th Floor


Mail Stop: NYC60-1630


New York, New York 10005


Fax No.: (732) 578-4635


Attention: Corporates Team Deal Manager – LG FinanceCo
Corp.


 


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[      ] principal amount of the 5.875% Senior Notes due 2024 (the “Notes”) issued pursuant to that
certain Indenture, dated as of October 27, 2016, by and between LG FinanceCo Corp. and Deutsche Bank Trust Company Americas, as
trustee (as amended, supplemented or otherwise modified, the “Indenture”).


 


Upon transfer, the Notes would be registered
in the name of the new beneficial owner as follows:


 


Name:________________________


 


Address:______________________


 


Taxpayer ID Number:____________


 


The undersigned represents and warrants
to you that:


 


1.          We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act
of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional
“accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view
to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest
in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting,
are each able to bear the economic risk of our or its investment.


 




    B-1


     


    

 


2.          We
understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing
Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original
issue and the last date on which the Issuer (as defined in the Indenture) or any affiliate of the Issuer was the owner of such
Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuer,
(b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) in a transaction
complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably
believe is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account
or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant
to offers and sales that occur outside the United States of America within the meaning of Regulation S under the Securities Act,
(e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,”
in each case in a minimum principal amount of Notes of $250,000, or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition
of our property or the property of such investor account or accounts be at all times within our or their control and in compliance
with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to
the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of
this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such
Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the
Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination
Date of the Notes pursuant to clause (c), (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications
or other information satisfactory to the Issuer and the Trustee.


 


	 	TRANSFEREE:_________________,


 


	 	by:	 


 






    B-2


     


    

 


EXHIBIT C


 


FORM OF SUPPLEMENTAL INDENTURE


TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


Supplemental Indenture (this “Supplemental
Indenture”), dated as of [__________] [__], 20[__], among __________________ (the “Guaranteeing Subsidiary”),
a subsidiary of Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada
(the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, each of the Issuer and the Guarantors
(as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of
October 27, 2016, and as supplemented by that certain supplemental indenture dated as of [__________] [__], 20[__] (together, the
“Indenture”) providing for the issuance of 5.875% Senior Notes due 2024 (the “Notes”), initially
in the aggregate principal amount of $520,000,000;


 


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; 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 as follows:


 


1.            Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.


 


2.            Guarantor.
The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable
to Guarantors, including, but not limited to, Article 10 thereof.


 


3.            Governing
Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


4.            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. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing,
the exchange of copies of this Supplemental Indenture and of


 




    C-1


     


    

 


signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu
of the original Supplemental Indenture and signature pages for all purposes.


 


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


 


5.           Trustee
Makes No Representation.  The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture
on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities
and responsibilities of the Trustee.  Without limiting the generality of the foregoing, the Trustee shall not be responsible
in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements
are made solely by the Issuer and the Guarantors, or for or with respect to (i) the validity or sufficiency of this Supplemental
Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the each Guarantor,
in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and the Guarantors or (iv) the consequences
of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.


 




    C-2


     


    

 


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


 


	 	[NAME OF GUARANTEEING SUBSIDIARY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


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


 




    C-3


     


    

 


EXHIBIT D


 


[FORM OF ISSUER ASSUMPTION SUPPLEMENTAL
INDENTURE]


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of [●], among Lions Gate Entertainment Corp., a corporation organized under the laws of the
Province of British Columbia, Canada (the “Successor Issuer”), LG FinanceCo Corp., a corporation organized under
the laws of the Province of British Columbia, Canada (the “Issuer”), the Guarantors party hereto and Deutsche
Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuer and the Trustee have
heretofore executed an indenture, dated as of October 27, 2016 (as amended, supplemented or otherwise modified, the “Indenture”),
providing for the issuance of the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”), initially in the
aggregate principal amount of $520,000,000;


 


WHEREAS, the Successor Issuer and the Issuer
have resolved that the Issuer shall wind-up and dissolve pursuant to Section 314 of the Business Corporations Act (British Columbia)
and, in connection with such dissolution, the Issuer shall transfer and assign all of its assets and liabilities to the Successor
Issuer;


 


WHEREAS, Section 5.02 of the Indenture
provides that under certain circumstances the Successor Issuer may assume all obligations of the Issuer under the Indenture and
the Notes pursuant to a supplemental indenture to the Indenture, at which time the Issuer will be automatically released from any
obligations as Issuer under the Indenture and the Notes; and


 


WHEREAS, pursuant to Section 9.01 of
the Indenture, the Trustee, the Successor Issuer, the Issuer and the Guarantors party hereto are 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 Successor Issuer, the Issuer, the
Guarantors party hereto and the Trustee 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.  The words “herein,”
“hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular Section hereof.


 


2. Agreement to Assume Obligations. 


 


(a) The Successor Issuer hereby agrees to
unconditionally assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions
set forth in the Indenture and to be bound by all provisions of the Indenture and the Notes applicable to


 




    D-1


     


    

 


the Issuer and to perform all of the obligations and agreements
of the Issuer under the Indenture and the Notes and may exercise every right and power of the Issuer.


 


(b) The Successor Issuer hereby agrees to
unconditionally assume the Issuer’s Obligations under the Escrow Agreement and to be bound by all provisions of the Escrow
Agreement applicable to the Issuer and to perform all of the obligations and agreements of the Issuer under the Escrow Agreement
and may exercise every right and power of the Issuer.


 


3. Release of Obligations.


 


(a) FinanceCo is hereby automatically released
from any obligations as Issuer under Indenture and the Notes; provided, however, that unless FinanceCo is liquidated,
dissolved, transfers all of its assets to the Successor Issuer or any Guarantor or is otherwise wound up on the date hereof, FinanceCo
shall, by an indenture supplemental to the Indenture, substantially in the form of Exhibit C to the Indenture, become a Guarantor
of the Notes.


 


(b) FinanceCo is hereby automatically released
from any obligations as Issuer under Escrow Agreement.


 


4. Guarantor.  Each of the Guarantors
party hereto agree to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors,
including, but not limited to, Article 10 thereof.


 


5. Notices.  All notices or
other communications to the Successor Issuer shall be given as provided in Section 12.02 of the Indenture.


 


6. Governing Law.  THIS SUPPLEMENTAL
INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


7. Trustee Makes No Representation. 
The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth
in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. 
Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect
to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for
or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof,
(ii) the proper authorization hereof by the Issuer, the Successor Issuer and the each Guarantor, in each case, by action or
otherwise, (iii) the due execution hereof by the Issuer, the Successor Issuer and the Guarantors or (iv) the consequences
of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.


 


8. Counterparts.  The parties
may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together
represent the same agreement.  One signed copy is enough to prove this Supplemental Indenture.  Notwithstanding the foregoing,
the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this


 




    D-2


     


    

 


Supplemental Indenture as to the parties hereto and may be used
in lieu of the original Supplemental Indenture and signature pages for all purposes.


 


9. Effect of Headings.  The
headings of Section of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered
a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


[Remainder of page intentionally
left blank.]


 




    D-3


     


    

 


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


 


	 	LG FINANCECO CORP., as Issuer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	
        LIONS GATE ENTERTAINMENT CORP., as

        Successor Issuer

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[GUARANTORS], each as a Guarantor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:                         ]


 




    D-4


     


    

 


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


 




    D-5


     


    

 





EXHIBIT E







 


 


NOTICE OF REDEMPTION


TO THE HOLDERS OF


LG FINANCECO CORP. 5.875% SENIOR
NOTES DUE 2024


(CUSIP / ISIN Nos.: 535919 AL8
/ US535919AL83; C5183U AB4 / USC5183UAB47; 535919 AM6 / US535919AM66)


Pursuant to Section 3.08(a) of
the Indenture, dated as of October 27, 2016 (as amended, supplemented or otherwise modified through the date hereof, the “Indenture”;
capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Indenture), between
LG FinanceCo Corp., a corporation organized under the laws of the Province of British Columbia, Canada (the “Issuer”),
and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), notice is hereby given that (i) a Special
Mandatory Redemption Trigger Event occurred on [●], 201[●] and (ii) a Special Mandatory Redemption of all of the Issuer’s
outstanding 5.875% Senior Notes due 2024 (the “Notes”) shall occur on [●], 201[●] (the “Special
Mandatory Redemption Date”). Pursuant to Section 3.08(b) of the Indenture, the Notes will be redeemed on the Special
Mandatory Redemption Date at a redemption price equal to 100.0% of the principal amount of the Notes redeemed, plus accrued and
unpaid interest, if any, on the Notes to, but not including, the Special Mandatory Redemption Date (the “Special Mandatory
Redemption Price”). The aggregate accrued and unpaid interest on the Notes to, but not including, the Special Mandatory
Redemption Date has been calculated to be equal to $[●]. Therefore, the aggregate Special Mandatory Redemption Price to
be paid is equal to $[●].


Unless the Issuer defaults in
paying the Special Mandatory Redemption Price or the Paying Agent is prohibited from making such payment pursuant to the terms
of the Indenture, interest, if any, on the Notes ceases to accrue on and after the Special Mandatory Redemption Date.


The Trustee is the Paying Agent
(as defined in the Indenture) with respect to the Notes being redeemed. Notes must be surrendered to the Paying Agent at the address
specified below to collect payment of the Special Mandatory Redemption Price:


Deutsche Bank Trust Company Americas

Trust & Agency Services

60 Wall Street, 16th Floor

Mail Stop: NYC60-1630

New York, New York 10005

Attention: Corporates Team Deal Manager – LG FinanceCo Corp.


NOTES HELD IN BOOK-ENTRY FORM
WILL BE REDEEMED IN ACCORDANCE WITH THE APPLICABLE PROCEDURES OF THE DEPOSITORY TRUST COMPANY.


* The CUSIP numbers are included
herein solely for the convenience of the registered owners of the Notes. No representation is made as to the accuracy or correctness
of the CUSIP numbers listed herein or printed on the Notes.






    	 	E-1	 



    	 	 	 



    

 


Date: [●], 201[●]


LG FinanceCo Corp.


IMPORTANT NOTICE


For holders of Notes who have
not established an exemption, payments made upon the redemption of the Notes may be subject to U.S. federal withholding of 28%
of the payments to be made, as and to the extent required by the provisions of the U.S. Internal Revenue Code. To establish an
exemption from such withholding, holders of Notes should submit a completed and signed Internal Revenue Service Form W-9 (or applicable
Form W-8) when surrendering their Notes for payment.


 




  



    	 	E-2