Indenture


 Exhibit 4.1 
 SALEM COMMUNICATIONS CORPORATION 
 as Issuer 
 and 
 THE GUARANTORS
PARTY HERETO 
  
  
 9.625% SENIOR SECURED SECOND LIEN NOTES DUE 2016 
  
  
 INDENTURE

 DATED AS OF DECEMBER 1, 2009 
  
  
 THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A. 
 as Trustee 






 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	
	 ARTICLE I
  
 DEFINITIONS AND INCORPORATION BY REFERENCE
  


	SECTION 1.1	  	Definitions.	  	1
	SECTION 1.2	  	Other Definitions.	  	25
	SECTION 1.3	  	Incorporation by Reference of Trust Indenture Act.	  	25
	SECTION 1.4	  	Rules of Construction.	  	25
	
	 ARTICLE II
  
 THE NOTES
  


	SECTION 2.1	  	Form and Dating.	  	26
	SECTION 2.2	  	Execution and Authentication.	  	27
	SECTION 2.3	  	Registrar; Paying Agent.	  	28
	SECTION 2.4	  	Paying Agent to Hold Money in Trust.	  	28
	SECTION 2.5	  	Holder Lists.	  	28
	SECTION 2.6	  	Book-Entry Provisions for Global Securities.	  	29
	SECTION 2.7	  	Replacement Notes.	  	31
	SECTION 2.8	  	Outstanding Notes.	  	32
	SECTION 2.9	  	Treasury Notes.	  	32
	SECTION 2.10	  	Temporary Notes.	  	32
	SECTION 2.11	  	Cancellation.	  	32
	SECTION 2.12	  	Defaulted Interest.	  	33
	SECTION 2.13	  	Record Date.	  	33
	SECTION 2.14	  	Computation of Interest.	  	33
	SECTION 2.15	  	CUSIP Number.	  	33
	SECTION 2.16	  	Special Transfer Provisions.	  	33
	SECTION 2.17	  	Issuance of Additional Notes.	  	35
	
	 ARTICLE III
  
 REDEMPTION AND PREPAYMENT
  


	SECTION 3.1	  	Notices to Trustee.	  	35
	SECTION 3.2	  	Selection of Notes to Be Redeemed.	  	35
	SECTION 3.3	  	Notice of Redemption.	  	35
	SECTION 3.4	  	Effect of Notice of Redemption.	  	36
	SECTION 3.5	  	Deposit of Redemption of Purchase Price.	  	36
	SECTION 3.6	  	Notes Redeemed in Part.	  	36
	SECTION 3.7	  	Optional Redemption.	  	37
	SECTION 3.8	  	Mandatory Redemption.	  	37
	SECTION 3.9	  	Offer to Purchase.	  	37
	
	 ARTICLE IV
  
 COVENANTS
  


	SECTION 4.1	  	Payment of Notes.	  	38
	SECTION 4.2	  	Maintenance of Office or Agency.	  	38

  

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	SECTION 4.3	  	Provision of Financial Information.	  	39
	SECTION 4.4	  	Compliance Certificate.	  	39
	SECTION 4.5	  	Taxes.	  	39
	SECTION 4.6	  	Stay, Extension and Usury Laws.	  	39
	SECTION 4.7	  	Limitation on Restricted Payments.	  	40
	SECTION 4.8	  	Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries.	  	42
	SECTION 4.9	  	Limitation on Incurrence of Debt.	  	43
	SECTION 4.10	  	Limitation on Asset Sales.	  	44
	SECTION 4.11	  	Limitation on Transactions with Affiliates.	  	46
	SECTION 4.12	  	Limitation on Liens.	  	47
	SECTION 4.13	  	[Intentionally Omitted].	  	47
	SECTION 4.14	  	Offer to Purchase upon Change of Control.	  	47
	SECTION 4.15	  	Maintenance of Properties and Corporate Existence.	  	48
	SECTION 4.16	  	Events of Loss.	  	48
	SECTION 4.17	  	Limitation on Business Activities.	  	49
	SECTION 4.18	  	Additional Note Guarantees.	  	49
	SECTION 4.19	  	Limitation on Creation of Unrestricted Subsidiaries.	  	49
	SECTION 4.20	  	Further Assurances.	  	50
	
	 ARTICLE V
  
 SUCCESSORS
  


	SECTION 5.1	  	Consolidation, Merger, Conveyance, Transfer or Lease.	  	50
	SECTION 5.2	  	Successor Person Substituted.	  	51
	
	 ARTICLE VI
  
 DEFAULTS AND REMEDIES
  


	SECTION 6.1	  	Events of Default.	  	52
	SECTION 6.2	  	Acceleration.	  	54
	SECTION 6.3	  	Other Remedies.	  	54
	SECTION 6.4	  	Waiver of Past Defaults.	  	54
	SECTION 6.5	  	Control by Majority.	  	54
	SECTION 6.6	  	Limitation on Suits.	  	54
	SECTION 6.7	  	Rights of Holders of Notes to Receive Payment.	  	55
	SECTION 6.8	  	Collection Suit by Trustee.	  	55
	SECTION 6.9	  	Trustee May File Proofs of Claim.	  	55
	SECTION 6.10	  	Priorities.	  	56
	SECTION 6.11	  	Undertaking for Costs.	  	56
	
	 ARTICLE VII
  
 TRUSTEE
  


	SECTION 7.1	  	Duties of Trustee.	  	56
	SECTION 7.2	  	Rights of Trustee.	  	57
	SECTION 7.3	  	Individual Rights of Trustee.	  	58
	SECTION 7.4	  	Trustee’s Disclaimer.	  	58
	SECTION 7.5	  	Notice of Defaults.	  	59
	SECTION 7.6	  	Reports by Trustee to Holders of the Notes.	  	59
	SECTION 7.7	  	Compensation and Indemnity.	  	59
	SECTION 7.8	  	Replacement of Trustee.	  	60

  

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	SECTION 7.9	  	Successor Trustee by Merger, Etc.	  	60
	SECTION 7.10	  	Eligibility; Disqualification.	  	61
	SECTION 7.11	  	Preferential Collection of Claims Against the Issuer.	  	61
	SECTION 7.12	  	Trustee’s Application for Instructions from the Issuer.	  	61
	SECTION 7.13	  	Limitation of Liability.	  	61
	SECTION 7.14	  	Collateral Agent.	  	61
	SECTION 7.15	  	Co-Trustees; Separate Trustee; Collateral Agent.	  	61
	
	 ARTICLE VIII
  
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
  


	SECTION 8.1	  	 Option to Effect Legal Defeasance or Covenant Defeasance.
	  	63
	SECTION 8.2	  	 Legal Defeasance.
	  	63
	SECTION 8.3	  	 Covenant Defeasance.
	  	63
	SECTION 8.4	  	 Conditions to Legal Defeasance or Covenant Defeasance.
	  	64
	SECTION 8.5	  	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.
	  	65
	SECTION 8.6	  	 Repayment to Issuer.
	  	65
	SECTION 8.7	  	 Reinstatement.
	  	65
	SECTION 8.8	  	 Discharge.
	  	66
	
	 ARTICLE IX
  
 AMENDMENT, SUPPLEMENT AND WAIVER
  


	SECTION 9.1	  	Without Consent of Holders of the Notes.	  	66
	SECTION 9.2	  	With Consent of Holders of Notes.	  	67
	SECTION 9.3	  	Revocation and Effect of Consents.	  	68
	SECTION 9.4	  	Notation on or Exchange of Notes.	  	69
	SECTION 9.5	  	Trustee to Sign Amendments, Etc.	  	69
	
	 ARTICLE X
  
 SECURITY
  


	SECTION 10.1	  	 Security Documents; Additional Collateral.
	  	69
	SECTION 10.2	  	 Recording, Registration and Opinions.
	  	69
	SECTION 10.3	  	 Releases of Collateral.
	  	70
	SECTION 10.4	  	 Form and Sufficiency of Release.
	  	71
	SECTION 10.5	  	 Possession and Use of Collateral.
	  	71
	SECTION 10.6	  	 Purchaser Protected.
	  	71
	SECTION 10.7	  	 Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents.
	  	71
	SECTION 10.8	  	 Authorization of Receipt of Funds by the Trustee Under the Security Agreement.
	  	72
	SECTION 10.9	  	 Powers Exercisable by Receiver or Collateral Agent.
	  	72
	SECTION 10.10	  	 Appointment and Authorization of The Bank of New York Mellon Trust Company, N.A. as Collateral Agent.
	  	72
	
	 ARTICLE XI
  
 [RESERVED]



  

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	 ARTICLE XII
  
 NOTE GUARANTEES
  


	SECTION 12.1	  	Note Guarantees.	  	72
	SECTION 12.2	  	Execution and Delivery of Note Guarantee.	  	73
	SECTION 12.3	  	Severability.	  	74
	SECTION 12.4	  	Limitation of Guarantors’ Liability.	  	74
	SECTION 12.5	  	Guarantors May Consolidate, Etc., on Certain Terms.	  	74
	SECTION 12.6	  	[Intentionally Omitted].	  	75
	SECTION 12.7	  	Release of a Guarantor.	  	75
	SECTION 12.8	  	Benefits Acknowledged.	  	75
	SECTION 12.9	  	Future Guarantors.	  	75
	
	 ARTICLE XIII
  
 MISCELLANEOUS
  


	SECTION 13.1	  	Trust Indenture Act Controls.	  	75
	SECTION 13.2	  	Notices.	  	75
	SECTION 13.3	  	Communication by Holders of Notes with Other Holders of Notes.	  	77
	SECTION 13.4	  	Certificate and Opinion as to Conditions Precedent.	  	77
	SECTION 13.5	  	Statements Required in Certificate or Opinion.	  	77
	SECTION 13.6	  	Rules by Trustee and Agents.	  	77
	SECTION 13.7	  	No Personal Liability of Directors, Officers, Employees and Stockholders.	  	77
	SECTION 13.8	  	Governing Law.	  	78
	SECTION 13.9	  	No Adverse Interpretation of Other Agreements.	  	78
	SECTION 13.10	  	Successors.	  	78
	SECTION 13.11	  	Severability.	  	78
	SECTION 13.12	  	Counterpart Originals.	  	78
	SECTION 13.13	  	Table of Contents, Headings, Etc.	  	78
	SECTION 13.14	  	Acts of Holders.	  	78
	SECTION 13.15	  	Intercreditor Agreement.	  	79

  

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 EXHIBITS 
  

			
	Exhibit A	  	FORM OF 9.625% SENIOR SECURED SECOND LIEN NOTE
	Exhibit B	  	FORM OF NOTATIONAL GUARANTEE
	Exhibit C	  	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
	Exhibit D	  	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S

  

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 This Indenture, dated as of December 1, 2009, is by and among Salem Communications
Corporation, a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity and not in its individual
capacity, the “Trustee”). 
 Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the holders of (i) the Issuer’s 9.625% Senior Secured Second Lien Notes due 2016 issued on the date hereof that contain the restrictive legend in Exhibit A (the “Initial Notes”),
(ii) Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement (as defined herein) or pursuant to an effective registration statement under the Securities Act (as defined herein) without the
restrictive legends in Exhibit A (the “Exchange Notes”) and (iii) Additional Notes (as defined herein) issued from time to time (together with the Initial Notes and the Exchange Notes, the “Notes”).

 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.1 Definitions. 
 “7 3/4% Notes” means the 7 3/4% Senior Subordinated Notes due 2010 issued by the Company. 

 “Acquired Debt” means Debt of a Person (including an Unrestricted Subsidiary) existing at the time
such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person. 
 “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement. 
 “Additional Notes” means Notes (other than the Initial Notes or the Exchange Notes) issued pursuant to Article II hereof and otherwise in compliance with the provisions of
this Indenture. 
 “Affiliate” of any Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means 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 that correspond to the foregoing. For purposes of this definition, any Person
who owns more than 10% of the outstanding Voting Interests of any Person shall be deemed to be an Affiliate of such Person. 
 “Agent” means any Registrar, Paying Agent (so long as Trustee serves in such capacity) or co-registrar. 
 “Applicable Premium” means, as calculated by the Company, with respect to any Note on any applicable redemption date, the greater of: 
 (1) 1.0% of the then outstanding principal amount of the Note; and 
 (2) the excess of: 
 (a) the present value at such redemption date of (i) the Redemption Price of the Note at December 15, 2013 (such Redemption Price being set forth in the table appearing in Section 3.7(b))
plus (ii) all required interest payments due on the Note through December 15, 2013 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

 (b) the then outstanding principal amount of the Note. 






 “Asset Acquisition” means: 
 (i) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become
a Restricted Subsidiary, or shall be merged with or into the Company or any Restricted Subsidiary; or 
 (ii) the
acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such
Person other than in the ordinary course of business and consistent with past practices. 
 “Asset Sale” means
any transfer, conveyance, sale, lease or other disposition (including, dispositions pursuant to any consolidation or merger) by the Company or any of its Restricted Subsidiaries to any Person (other than to the Company or one or more of its
Restricted Subsidiaries) in any single transaction or series of transactions of: 
 (i) Capital Interests in
another Person (other than Capital Interests in the Company or directors’ qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law); or 
 (ii) any other property or assets (other than in the normal course of business, including any sale or other disposition of
obsolete or permanently retired equipment and any sale of inventory in the ordinary course of business); 
 provided, however,
that the term “Asset Sale” shall exclude: 
 (a) any asset disposition permitted by Section 5.1
that constitutes a disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole; 
 (b) any transfer, conveyance, sale, lease or other disposition of property or assets, the gross proceeds of which (exclusive of indemnities) do not exceed, in any one or related series of transactions,
$1.0 million; 
 (c) sales or other dispositions of cash or Eligible Cash Equivalents; 
 (d) sales of interests in Unrestricted Subsidiaries; 
 (e) the sale and leaseback of any assets within 90 days of the acquisition thereof; 
 (f) the disposition of assets that, in the good faith judgment of the Board of Directors of the Company, are no longer used
or useful in the business of such entity; 
 (g) a Restricted Payment or Permitted Investment that is otherwise
permitted by this Indenture; 
 (h) any trade-in of equipment in exchange for other equipment in the ordinary
course; 
 (i) the creation of a Lien (but not the sale or other disposition of the property subject to such
Lien); 
 (j) leases or subleases in the ordinary course of business to third persons not interfering in any
material respect with the business of the Company or any of its Restricted Subsidiaries and otherwise in accordance with the provisions of this Indenture; 
 (k) dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; 
  

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 (l) licensing of intellectual property in accordance with industry practice
in the ordinary course of business; or 
 (m) any exchange of assets for assets related to a Permitted Business
of a comparable or greater market value, as determined in good faith by the Company, which in the event of an exchange of assets with a Fair Market Value in excess of (1) $5.0 million shall be evidenced by an Officers’ Certificate and
(2) $10.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Company. 
 For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale shall be deemed to be a single Asset Sale effected when the
last such transaction which is a part thereof is effected. 
 “Asset Sale Offer” means an Offer to Purchase
required to be made by the Company pursuant to Section 4.10 to all Holders. 
 “Average Life” means, as of
any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment
(including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. 

“Board of Directors” means (i) with respect to the Company or any Restricted Subsidiary, its board of directors or,
other than for purposes of the definition of “Change of Control,” any duly authorized committee thereof; (ii) with respect to any other corporation, the board of directors of such corporation or any duly authorized committee thereof;
and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or any
Restricted Subsidiary to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. 
 “Business Day” means any day other than a Legal Holiday. 
 “Capital Interests” in any Person means any and all shares, interests (including Preferred Interests), participations or
other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person. 
 “Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.12, a Capital Lease Obligation shall be deemed secured by a Lien
on the property being leased. 
 “Certificated Notes” means Notes that are in the form of Exhibit A
attached hereto. 
 “Change of Control” means the occurrence of any of the following events: 
  

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 (i) the acquisition by any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for
purposes of this clause (i) such person or group or Permitted Holder 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 Voting Interests in the Company; provided that if such person is a group of investors which group includes one or more Permitted Holders, the shares of Voting
Interests of such Person beneficially owned by the Permitted Holders that are part of such group shall not be counted for purposes of determining whether this clause (i) is triggered; or 
 (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election by the Board of Directors or whose nomination for election by the equity holders of the Company was approved by a vote of a majority of the directors of the Company then still
in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Company’s Board of Directors then in office; or

 (iii) the Company or any Restricted Subsidiary sells, conveys, transfers or leases (either in one transaction
or a series of related transactions) all or substantially all of the Company’s and its Restricted Subsidiaries’ assets (determined on a consolidated basis) to any Person (other than a Person that is controlled by any of the Permitted
Holders), or the Company merges or consolidates with a Person other than a Restricted Subsidiary of the Company (unless the shareholders holding Voting Interests of the Company immediately prior to such merger or consolidation control in excess of
50% of the Voting Interests in the surviving Person immediately following such merger or consolidation). 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. 
 “Collateral” means all of the assets of the Company and the Guarantors, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security
for any Second Lien Obligations (including proceeds and products thereof). 
 “Collateral Agent” means the
Trustee, in its capacity as Collateral Agent under the Security Documents, together with its successors. 
 “Commission” means the Securities and Exchange Commission and any successor thereto. 
 “Common Interests” of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution
or winding up of such Person, to Capital Interests of any other class in such Person. 
 “Company” or
“Issuer” has the meaning set forth in the preamble hereto until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor. 
 “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such
Person for such period plus, without duplication: 
 (i) an amount equal to any extraordinary loss plus any net
loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus 
 (ii) Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to
extraordinary gains or losses), to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 
  

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 (iii) the Consolidated Interest Expense of such Person and its Restricted
Subsidiaries for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus 
 (iv) Consolidated Non-cash Charges, to the extent that such Consolidated Non-cash Charges were deducted in computing such Consolidated Net Income; plus 
 (v) severance costs and charges and closure costs; plus 
 (vi) any expenses or charges related to the Transactions or any equity offering (whether or not successful); plus

 (vii) non-cash interest expense; plus 
 (viii) interest incurred in connection with Investments in discontinued operations; minus 
 (ix) non-cash items increasing such Consolidated Net Income, other than (a) the accrual of revenue in the ordinary
course of business and (b) reversals of prior accruals or reserves for cash items previously excluded in the calculation of Consolidated Non-cash Charges. 
 “Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Interest
Expense” means, with respect to any Person for any period, without duplication, the sum of: 
 (i) the
interest expense of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including: 
 (a) any amortization of debt discount; 
 (b) the net cost under
non-speculative Hedging Obligations (including any amortization of discounts); 
 (c) the interest portion of any
deferred payment obligation; 
 (d) all commissions, discounts and other fees and charges owed with respect to
letters of credit, bankers’ acceptance financing or similar activities; and 
 (e) all accrued interest;
plus 
 (ii) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid
or accrued by such Person and its Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; plus 
 (iii) the interest expense on any Debt guaranteed by such Person and its Restricted Subsidiaries; plus 
 (iv) all capitalized interest of such Person and its Restricted Subsidiaries for such period; less 
 (v) interest income of such Person and its Restricted Subsidiaries for such period; 
 provided, however, that Consolidated Interest Expense will exclude the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses. 
  

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 “Consolidated Net Income” means, with respect to any Person, for any
period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by: 
 (i) excluding, without duplication 
 (a) all extraordinary gains or losses (net of fees and expense relating to the transaction giving rise thereto), income,
expenses or charges; 
 (b) the portion of net income of such Person and its Restricted Subsidiaries allocable to
minority interest in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not or could not have actually been received by such Person or one of its Restricted Subsidiaries;

 (c) gains or losses in respect of any Asset Sales after the Issue Date by such Person or one of its Restricted
Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis; 
 (d) the net income (loss) from any operations disposed of or discontinued after the Issue Date and any net gains or losses on such disposition or discontinuance, on an after-tax basis; 
 (e) solely for purposes of determining the amount available for Restricted Payments under clause (c) of the first
paragraph of Section 4.7, the net income of any Restricted Subsidiary (other than a Guarantor) of such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the
time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders;

 (f) any gain or loss realized as a result of the cumulative effect of a change in accounting principles;

 (g) any fees and expenses, including deferred finance costs, paid in connection with the issuance of the Notes
and the entering into of the Credit Agreement contemplated by the Offering Memorandum (including ratings agency fees); 
 (h) non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary; and 
 (i) any net after-tax gains or losses attributable to the early extinguishment of Debt; and 
 (ii) including, without duplication, dividends from Persons that are not Restricted Subsidiaries actually received in cash by the Company or any Restricted Subsidiary. 
 “Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization
(including amortization of goodwill and other intangibles) and other non-cash charges and expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss and excluding any such charges constituting an extraordinary item or loss or any charge which requires an accrual of or
a reserve for cash charges for any future period). 
 “Consolidated Total Debt” means, as of any date of
determination, an amount equal to the aggregate principal amount of all outstanding Debt of the Company and its Restricted Subsidiaries (excluding (x) Hedging Obligations and (y) any undrawn letters of credit issued in the ordinary course
of business). 
  

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 “Consolidated Total Debt Ratio” means, as of any date of determination (the
“Determination Date”), the ratio of (a) the Consolidated Total Debt of the Company and its Restricted Subsidiaries on the Determination Date to (b) the aggregate amount of Consolidated Cash Flow for the four full fiscal
quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the Determination Date (such four full fiscal quarter period being referred to herein as the “Four Quarter
Period”). For purposes of this definition, Consolidated Total Debt and Consolidated Cash Flow shall be calculated after giving effect on a pro forma basis for the period of such calculation to: 
 (i) the Incurrence of any Debt (other than working capital borrowings under any revolving credit facility in the ordinary
course of business) of the Company or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Debt (other than working capital borrowings under any revolving credit facility in the ordinary course of
business) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Issue Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds
thereof), occurred on the first day of the Four Quarter Period; and 
 (ii) any Asset Sale or Asset Acquisition
(including any Asset Acquisition giving rise to the need to make such calculation as a result of the Company or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) Incurring
Acquired Debt and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale)
occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Issue Date, as if such Asset Sale or Asset Acquisition (including the Incurrence of, or assumption or liability for,
any such Debt or Acquired Debt) occurred on the first day of the Four Quarter Period; 
 provided, that no pro forma effect shall be
given to the Incurrence of any Permitted Debt Incurred on such Determination Date or the discharge on such Determination Date of any Debt from the proceeds of any such Permitted Debt. 
 “Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall
be administered, which office at the date hereof is located at The Bank of New York Mellon Trust Company, N.A., 700 South Flower Street, Suite 500, Los Angeles, California 90017, Attention: Corporate Unit, or such other address as the Trustee may
designate from time to time by written notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders
and the Company). 
 “Credit Agreement” means one or more debt facilities, including the Company’s senior
revolving credit agreement, to be dated on or about the Issue Date, among the Company and the guarantors named therein and Bank of America, N.A., as administrative agent, and the other agents and lenders named therein, together with all related
notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, refunded or replaced
in whole or in part from time to time including by or pursuant to any agreement or instrument that extends the maturity of any Debt thereunder, or increases the amount of available borrowings or obligations thereunder (whether pursuant to the same
agreement or one or more replacement or additional agreements); provided that such increase in borrowings is permitted under Section 4.9 or adds Subsidiaries of the Company as additional borrowers, issuers or guarantors thereunder, in
each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders. 
 “Debt” means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the
assets of such Person, or non-recourse, the following, if and to the extent the following items (other than clauses (iii), (vi), (vii), (viii) and (ix) below) would appear as liabilities on a balance sheet of such Person prepared in
accordance with GAAP: (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property, excluding any trade payables or other current liabilities incurred in the normal course of business and excluding trade
accounts payable arising in the ordinary course of business and accrued expenses and

  

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any obligations to pay a contingent purchase price as long as such obligation remains contingent; (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar
instruments; (iii) all obligations of such Person for the reimbursement of any obligor on any letters of credit (other than letters of credit that are secured by cash or Eligible Cash Equivalents), bankers’ acceptances or similar
facilities (other than obligations with respect to letters of credit securing obligations (other than obligations described under clauses (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon, or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit; (iv) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property or assets acquired by such Person (excluding trade accounts payable arising in the ordinary course of business and accrued expenses and any obligations to pay a contingent
purchase price as long as such obligation remains contingent); (v) all Capital Lease Obligations of such Person (but excluding obligations under operating leases); (vi) the maximum fixed redemption or repurchase price of Redeemable Capital
Interests in such Person at the time of determination (but excluding any accrued dividends); (vii) net Obligations under any Hedging Obligations of such Person at the time of determination; and (viii) all obligations of the types referred
to in clauses (i) through (vii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by any Lien
upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions. For purposes of the foregoing: (a) the maximum fixed repurchase price of
any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall
be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital
Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined
in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii)(A) above shall be the maximum liability under any such Guarantee;
(d) the amount of any Debt described in clause (viii)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; and (e) interest, fees,
premium, expenses and additional payments, if any, will not constitute Debt. 
 Notwithstanding the foregoing, in connection
with the purchase by the Company or any Restricted Subsidiary of any business, the term “Debt” will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may become
entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that such amount would not be required to be reflected on the face of a balance sheet
prepared in accordance with GAAP. 
 The amount of Debt of any Person at any date shall be the outstanding balance at such date
of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of
Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time. 
 “Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the
Notes, until a successor shall have been appointed and become such pursuant to Section 2.6 hereof, and, thereafter, “Depositary” shall mean or include such successor. 
 “Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or a
Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation executed by the principal financial officer of the
Company and another officer of the Company, less the amount of cash received in connection with a subsequent sale of, or collection on, such Designated Non-cash Consideration. 
  

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 “Determination Date” has the meaning set forth in the definition of
“Consolidated Total Debt Ratio.” 
 “DTC” means The Depository Trust Company (55 Water Street, New
York, New York). 
 “Eligible Bank” means a bank or trust company that (i) is organized and existing under
the laws of the United States of America, or any state, territory or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0
million and (iii) the senior Debt of which is rated at least “A-2” by Moody’s or at least “A” by Standard & Poor’s. 
 “Eligible Cash Equivalents” means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any
Eligible Bank; provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition;
(iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United
States or any political subdivision or public instrumentality thereof; provided that such Investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition and, at the time of
acquisition, have a rating of at least A from Standard & Poor’s or A-2 from Moody’s (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the
Company; provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor’s or Moody’s and mature within 180 days after the date of acquisition; (vi) overnight and demand
deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds
substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi); and (viii) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to
those referred to in clause (vii) above denominated in Euros or any other foreign currency comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations for cash management purposes in
jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by the Company. 
 “Equity Offering” means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an
effective registration statement under the Securities Act of the Company, or any direct or indirect parent company of the Company but only to the extent contributed to the Company in the form of Qualified Capital Interests or (ii) a private
equity offering of Qualified Capital Interests of the Company, or any direct or indirect parent company of the Company but only to the extent contributed to the Company in the form of Qualified Capital Interests, other than any public offerings
registered on Form S-8. 
 “Event of Loss” means, with respect to any property or asset (tangible or
intangible, real or personal) constituting Collateral, any of the following: 
 (i) any loss, destruction or
damage of such property or asset; 
 (ii) any institution of any proceeding for the condemnation or seizure of
such property or asset or for the exercise of any right of eminent domain; 
 (iii) any actual condemnation,
seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or 
 (iv) any settlement in lieu of clauses (ii) or (iii) above. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  

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 “Exchange Notes” has the meaning set forth in the Preamble. 
 “Exchange Offer” means an offer that may be made by the Issuer pursuant to the Registration Rights Agreement to exchange
Initial Notes for the Exchange Notes. 
 “Excluded Property” shall have the meaning as defined in the Security
Agreement. 
 “Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”

 “Fair Market Value” means, with respect to the consideration received or paid in any transaction or series
of transactions, the fair market value thereof, as determined in good faith by the Company, or, in the event of an exchange of assets with a Fair Market Value in excess of $5.0 million, determined in good faith by the Board of Directors of the
Company. 
 “First Lien Credit Documents” means the Credit Agreement, the other Loan Documents (as defined in
the Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any other First Lien Obligation and any other document or instrument executed or delivered at any time in connection with any First Lien
Obligation (including any intercreditor or joinder agreement among holders of First Lien Obligations but excluding documents governing the Hedging Obligations), to the extent such are effective at the relevant time, as each may be amended, modified,
restated, supplemented, replaced or refinanced from time to time. 
 “First Lien Documents” means the First
Lien Credit Documents and any and all documents governing the Hedging Obligations. 
 “First Lien Obligations”
means (i) all Obligations under (and as defined in) the Credit Agreement and under any other document relating to the Credit Agreement, and (ii) all Hedging Obligations; provided that the aggregate principal amount of, without
duplication, revolving credit loans, letters of credit, term loans, other loans, notes or similar instruments (excluding, in any event, Hedging Obligations) provided for under the Credit Agreement or any other document relating to the Credit
Agreement (or any refinancing thereof) in excess of the amount permitted under clause (i) of the definition of “Permitted Debt,” and any interest relating to such excess amount, shall not constitute First Lien Obligations for purposes
of this Indenture. “First Lien Obligations” shall in any event include: (a) all interest accrued or accruing, or which would accrue, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as
Section 502(b)(2) of the Bankruptcy Code), on or after the commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Document, whether or not the claim for such interest is allowed
or allowable as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the First Lien Agent and the First Lien Secured
Parties on or after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed or allowable under Section 502 or 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy
Code or any similar federal, state or foreign law for the relief of debtors as a claim in such Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of the Company and each Guarantor under each First Lien Document to
which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and payable. 
 “First Lien Secured Parties” has the meaning given to the term “First-Lien Creditors” in the Intercreditor Agreement. 
 “Foreign Subsidiary” means any Subsidiary of the Company organized under the laws of any jurisdiction other than the United States of America or any State thereof or the District of
Columbia. 
 “Four Quarter Period” has the meaning set forth in the definition of “Consolidated Total Debt
Ratio.” 
 “GAAP” means generally accepted accounting principles in the United States, consistently
applied, as 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

  

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other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date. 
 “Global Note Legend” means the legend identified as such in Exhibit A hereto. 
 “Global Notes” means the Notes in global form that are in the form of Exhibit A hereto. 
 “Guarantee” means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable
instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of
guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in
the event of non-performance) of all or any part of such Debt of another Person (and “Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing). 
 “Guarantor” means any Person that executes a Note Guarantee in accordance with the provisions of this Indenture and its
successors and assigns. 
 “Hedging Obligations” of any Person means the obligations of such Person pursuant to
any interest rate agreement, currency agreement or commodity agreement. 
 “Holder” means a Person in whose
name a Note is registered in the security register. 
 “Incur” means, with respect to any Debt or other
obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Debt or other obligation on the balance sheet of such Person; provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such
Debt. Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Company. “Incurrence,” “Incurred,”
“Incurrable” and “Incurring” shall have meanings that correspond to the foregoing. A Guarantee by the Company or a Restricted Subsidiary of Debt Incurred by the Company or a Restricted Subsidiary, as applicable, shall not be a
separate Incurrence of Debt. In addition, the following shall not be deemed a separate Incurrence of Debt: 
 (i)
amortization of debt discount or accretion of principal with respect to a non-interest-bearing or other discount security; 
 (ii) the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Interests in the form of additional
Capital Interests of the same class and with the same terms; 
 (iii) the obligation to pay a premium in respect
of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and 
 (iv) unrealized losses or charges in respect of Hedging Obligations. 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
 “Initial
Notes” has the meaning set forth in the preamble hereto. 
 “Initial Purchasers” means Banc of America
Securities LLC, Barclays Capital Inc., ING Financial Markets LLC, Houlihan Lokey Howard & Zukin Capital, Inc. and such other initial purchasers party to the purchase agreement entered into in connection with the offer and sale of the Notes
on the Issue Date and any similar purchase agreement in connection with any Permitted Additional Pari Passu Obligations. 
  

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 “Intercreditor Agreement” means the Intercreditor Agreement dated as of the
Issue Date by and among Bank of America, N.A. as First Lien Agent (as such term is defined in the Intercreditor Agreement), the Collateral Agent, the Trustee, the Issuer and the Guarantors as amended, modified or restated from time to time.

 “Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under
the Bankruptcy Code with respect to the Company or any Guarantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or
proceeding with respect to the Company or any Guarantor or with respect to a material portion of its respective assets, (c) any liquidation, dissolution, reorganization or winding up of the Company or any Guarantor, whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company or any Guarantor. 
 “Investment” by any Person means any direct or indirect loan, advance (or other extension of credit) or capital
contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including the following: (i) the purchase
or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; and (ii) the purchase, acquisition or Guarantee of the obligations of another Person or the issuance of a “keep-well” with respect
thereto; but shall exclude: (a) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property and assets from suppliers and other
vendors in the normal course of business; and (c) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business. For the avoidance of doubt, any payments pursuant to any Guarantee
previously incurred in compliance with this Indenture shall not be deemed to be Investments by the Company or any of its Restricted Subsidiaries. 
 “Issue Date” means December 1, 2009. 
 “Issuer” or “Company” has the meaning set forth in the preamble hereto until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor.

 “Issuer Order” means any written instruction by the Issuer and executed by an Officer of the Issuer.

 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York,
the city in which the principal Corporate Trust Office of the Trustee is located or at a place of payment are authorized or required by law, regulation or executive order to remain closed. If a payment date in a place of payment is a Legal Holiday,
payment shall be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 
 “Lien” means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest,
lien (statutory or otherwise), charge, easement, encumbrance or other security agreement on or with respect to such property or other asset (including any conditional sale or other title retention agreement having substantially the same economic
effect as any of the foregoing). 
 “Net Cash Proceeds” means, with respect to Asset Sales of any Person, cash
and Eligible Cash Equivalents received, net of: (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including all legal, accounting, title and recording tax expenses, commissions and other
fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) amounts provided as a reserve, in
accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset Sale; (iii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the
terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other
than the Company or a Restricted Subsidiary thereof) in connection with such Asset Sale (other than in the case of Collateral, any Lien which does not rank prior to the Second Priority Liens); and (iv) all contractually required distributions
and other payments made to minority interest holders in Restricted Subsidiaries of such Person

  

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as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is
required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion
thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall
become Net Cash Proceeds only at such time as it is so converted. 
 “Net Loss Proceeds” means the aggregate
cash proceeds received by the Company or any Guarantor in respect of any Event of Loss, including insurance proceeds, condemnation awards or damages awarded by any judgment, net of the direct cost in recovery of such Net Loss Proceeds (including
legal, accounting, appraisal and insurance adjuster fees and any relocation expenses incurred as a result thereof), amounts required to be applied to the repayment of Debt secured by any Permitted Collateral Lien on the asset or assets that were the
subject of such Event of Loss (other than any Lien which does not rank prior to the Second Priority Liens), and any taxes paid or payable as a result thereof. 
 “Note Custodian” means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto. 
 “Note Guarantee” means any guarantee of the Notes by any Guarantor pursuant to this Indenture. 
 “Notes” has the meaning set forth in the preamble to this Indenture. 
 “Obligations” means any principal, premium, interest (including any interest accruing subsequent to the filing of a
petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Debt. 
 “Offer” has the meaning set forth in the definition of “Offer to Purchase.” 
 “Offer to Purchase” means a written offer (the “Offer”) sent by the Company by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer,
offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify
an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a
settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to
the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall be
prepared by the Company and shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state: 
 (i) the Section of this Indenture pursuant to which the Offer to Purchase is being made; 
 (ii) the Expiration Date and the Purchase Date; 
 (iii) the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase
(including, if less than 100%, the manner by which such amount has been determined pursuant to Section 4.10 or 4.16, as applicable) (the “Purchase Amount”); 
  

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 (iv) the purchase price to be paid by the Company for each $1,000 principal
amount of Notes accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”); 
 (v) that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum principal amount of $2,000; 
 (vi) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

 (vii) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to
the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

 (viii) that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for
payment pursuant to the Offer to Purchase; 
 (ix) that each Holder electing to tender a Note pursuant to the
Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the Trustee so
requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing); 
 (x) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent)
receives, not later than the close of business on the Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the
Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender; 
 (xi) that
(a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes having an
aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis
(with such adjustments as may be deemed appropriate so that only Notes in denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof shall remain outstanding following such purchase); and 
 (xii) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and
upon receipt of an Issuer Order, the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in writing, in the aggregate principal
amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered. 
 “Offering Memorandum” means the Offering Memorandum related to the issuance of the Initial Notes on the Issue Date, dated November 23, 2009. 
 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice-President of such Person. 
 “Officers’ Certificate” means a certificate signed by two Officers of the Company or a Guarantor, as applicable, one
of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company or such Guarantor, as applicable. 
  

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 “Opinion of Counsel” means an opinion from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company. 
 “Participant” means, with respect to DTC, a Person who has an account with DTC. 
 “Paying
Agent” means any Person authorized by the Issuer to pay the principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance, covenant defeasance or similar payment with respect to, any Notes on behalf of the
Issuer. 
 “Permitted Additional Pari Passu Obligations” means obligations under any Additional Notes or other
Debt secured by the Second Priority Liens; provided that the amount of such obligations does not exceed the greater of (a) $50.0 million and (b) an amount such that immediately after giving effect to the Incurrence of such
Additional Notes or other Debt, as applicable, and the receipt and application of the proceeds therefrom, the Consolidated Total Debt Ratio of the Company and its Restricted Subsidiaries would be less than or equal to 6.0 to 1.0; provided,
further, that (i) the representative of such Permitted Additional Pari Passu Obligation executes a joinder agreement to the Security Agreement and the Intercreditor Agreement, in each case, in the form attached thereto agreeing to be
bound thereby and (ii) the Company has designated such Debt as “Permitted Additional Pari Passu Obligations” under the Security Agreement and the Intercreditor Agreement. 
 “Permitted Business” means any business similar in nature to any business conducted by the Company and the Restricted
Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to the business conducted by the Company and the Restricted Subsidiaries on the Issue Date or a reasonable extension, development or expansion
thereof, in each case, as determined in good faith by the Board of Directors of the Company. 
 “Permitted Collateral
Liens” means: 
 (i) Liens securing the Notes outstanding on the Issue Date, Refinancing Indebtedness
with respect to such Notes, the Guarantees relating thereto and any Obligations with respect to such Notes, Refinancing Debt and Guarantees; 
 (ii) Liens securing Permitted Additional Pari Passu Obligations permitted to be incurred pursuant to this Indenture and Refinancing Indebtedness with respect to such Permitted Additional Pari Passu
Obligations which Liens are granted pursuant to the provisions of the Security Documents; 
 (iii) Liens existing
on the Issue Date (other than Liens specified in clause (i) or (ii) above) and any extension, renewal, refinancing or replacement thereof so long as such extension, renewal, refinancing or replacement does not extend to any other property
or asset and does not increase the outstanding principal amount thereof (except by the amount of any premium or fee paid or payable or original issue discount in connection with such extension, renewal, replacement or refinancing); 
 (iv) Liens described in clauses (ii) (which Liens shall be subject to the Intercreditor Agreement), (iii), (iv), (v),
(vi), (vii), (ix), (x) (but only with respect to Obligations secured by Liens described in clause (vii) referred to therein), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii), (xviii), (xix), (xx), (xxiv) and (xxv) of the
definition of “Permitted Liens”; 
 (v) survey exceptions, encumbrances, easements or reservations of,
or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other similar restrictions as to the use of real properties or Liens incidental to the conduct of the
business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not individually or in the aggregate materially adversely affect the value of the property affected thereby or materially
impair the use of such property in the operation of the business of such Person; 
  

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 (vi) other Liens (not securing Debt) incidental to the conduct of the
business of the Company or any of its Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of the property affected thereby or materially
impair the use of such property in the operation of the business of the Company or its Restricted Subsidiaries; 
 (vii) Liens on the Collateral in favor of the Collateral Agent relating to the Collateral Agent’s administrative expenses with respect to the Collateral. 
 “Permitted Debt” means 
 (i) Debt Incurred
pursuant to any Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed the greater of (a) $40.0 million and (b) 50% of Consolidated Cash Flow for the four full fiscal quarters, treated as one period,
for which internal financial information in respect thereof is available immediately preceding the date of the Incurrence; 
 (ii) Debt outstanding under the Notes (excluding any Additional Notes) and contribution, indemnification and reimbursement obligations owed by the Company or any Guarantor to any of the other of them in
respect of amounts paid or payable on such Notes; 
 (iii) Guarantees of the Notes; 
 (iv) Debt of the Company or any Restricted Subsidiary outstanding as of the Issue Date (other than under clause (i),
(ii) or (iii) above or (xvi) below); 
 (v) Debt owed to and held by the Company or a Restricted
Subsidiary; provided that if such Debt is owed by the Company or a Guarantor to a Restricted Subsidiary that is not a Guarantor, such Debt shall be subordinated to the prior payment in full of the Second Lien Obligations; 
 (vi) Guarantees Incurred by the Company of Debt of a Restricted Subsidiary otherwise permitted to be incurred under this
Indenture; 
 (vii) Guarantees by any Restricted Subsidiary of Debt of the Company or any Restricted Subsidiary,
including Guarantees by any Restricted Subsidiary of Debt under the Credit Agreement; provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with Section 4.9 and (b) such Guarantees are
subordinated to the Notes to the same extent as the Debt being guaranteed; 
 (viii) Debt incurred in respect of
workers’ compensation claims, self-insurance obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or incurred (including
Guarantees thereof) by the Company or a Restricted Subsidiary in the ordinary course of business; 
 (ix) Debt
under Hedging Obligations entered into to protect the Company and the Restricted Subsidiaries from fluctuations in interest rates, commodity prices and currency exchange rates; 
 (x) Debt of the Company or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt under this
clause (x); provided that the aggregate principal amount of such Debt outstanding at any time may not exceed $10.0 million in the aggregate; 
 (xi) Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case,
incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Interests of a Restricted Subsidiary otherwise permitted under this Indenture; 
  

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 (xii) the issuance by any of the Company’s Restricted Subsidiaries to
the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: 
 (a) any subsequent issuance or transfer of Capital Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary; and 
 (b) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted
Subsidiary; 
 shall be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary
that was not permitted by this clause (xii); 
 (xiii) Debt arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of Incurrence; 

(xiv) Debt of the Company or any Restricted Subsidiary not otherwise permitted pursuant to this definition (including
additional Debt under any Credit Agreement), in an aggregate principal amount not to exceed $15.0 million at any time outstanding, which Debt may be Incurred under a Credit Agreement; 
 (xv) Acquired Debt Incurred by a Restricted Subsidiary prior to the time that such Restricted Subsidiary was acquired by or
merged into the Company and that was not Incurred in connection with, or in contemplation of, such acquisition or merger in an aggregate amount not to exceed $5.0 million at any time outstanding; 
 (xvi) Refinancing Debt in respect of Debt permitted by clauses (ii), (iii), (iv), (xv) above, this clause (xvi) or
the first paragraph of Section 4.9; and 
 (xvii) Debt of the Company or any of its Restricted Subsidiaries
arising from customary cash management services or the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the
ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of Incurrence. 
 Notwithstanding anything herein to the contrary, Debt permitted under clause (i) of this definition of “Permitted Debt” shall not constitute “Refinancing Debt” under clause (xvi) of this definition of
“Permitted Debt.” 
 “Permitted Holders” means (i) any of Stuart W. Epperson and Edward G.
Atsinger III; (ii) family members or the relatives of the Persons described in clause (i); (iii) any trusts created for the benefit of the Persons described in clauses (i), (ii) or (iv) or any trust for the benefit of
any such trust; or (iv) in the event of the incompetence or death of any of the Persons described in clauses (i) and (ii), such Person’s estate, executor, administrator, committee or other personal representative or beneficiaries, in
each case who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, Capital Interests of the Company. 
 “Permitted Investments” means: 
 (i) Investments
in existence on the Issue Date; 
 (ii) Investments required pursuant to any agreement or obligation of the
Company or a Restricted Subsidiary, in effect on the Issue Date, to make such Investments; 
 (iii) Eligible Cash
Equivalents; 
  

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 (iv) Investments in property and other assets owned or used by the Company
or any Restricted Subsidiary in the operation of a Permitted Business; 
 (v) Investments by the Company or any
of its Restricted Subsidiaries in the Company or any Restricted Subsidiary; 
 (vi) Investments by the Company or
any Restricted Subsidiary in a Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of
its assets to, or is liquidated or wound up into, the Company or a Restricted Subsidiary; 
 (vii) Hedging
Obligations entered into to protect the Company and the Restricted Subsidiaries from fluctuations in interest rates, commodity prices and currency exchange rates; 
 (viii) Investments received in settlement of obligations owed to the Company or any Restricted Subsidiary and as a result of
bankruptcy or insolvency proceedings or upon the foreclosure or enforcement of any Lien in favor of the Company or any Restricted Subsidiary; 
 (ix) Investments by the Company or any Restricted Subsidiary (other than in an Affiliate) not otherwise permitted under this definition, in an aggregate amount not to exceed $20.0 million at any one time
outstanding; 
 (x) (a) loans and advances (including for travel and relocation) to employees in an amount not to
exceed $2.0 million in the aggregate at any one time outstanding and (b) loans or advances against, and repurchases of, Capital Interests and options of the Company and its Restricted Subsidiaries held by management and employees in connection
with any stock option, deferred compensation or similar benefit plans approved by the Board of Directors (or similar governing body) and otherwise issued in accordance with the terms of this Indenture; 
 (xi) Investments the payment for which consists solely of Qualified Capital Interests of the Company; 
 (xii) any Investment in any Person to the extent such Investment represents the non-cash portion of the consideration
received in connection with an Asset Sale consummated in compliance with Section 4.10 or any other disposition of property not constituting an Asset Sale; 
 (xiii) payroll, travel 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; 
 (xiv)
guarantees by the Company or any Restricted Subsidiary of Debt of the Company or a Restricted Subsidiary of Debt otherwise permitted by Section 4.9; and 
 (xv) the issuance of any letter of credit or similar support for the obligations of any insurance Subsidiary in the ordinary
course of business. 
 “Permitted Liens” means: 
 (i) Liens existing at the Issue Date; 
 (ii) Liens that secure Obligations (x) incurred pursuant to clause (i) or clause (ix) of the definition of
“Permitted Debt” (including cash management obligations and Hedging Obligations owed to a Lender or an Affiliate of a Lender and described as “Bank Product Debt” in the Intercreditor Agreement) and (y) in respect of Debt
permitted by clause (xiv) of the definition of “Permitted Debt”; provided that, in each case, such Liens are subject to the provisions of the Intercreditor Agreement; 
  

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 (iii) any Lien for taxes or assessments or other governmental charges or
levies not then due and payable (or which, if due and payable, are being contested in good faith and for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture
or sale of the property or assets subject to any such Lien); 
 (iv) any carrier’s, warehousemen’s,
materialmen’s, mechanic’s, landlord’s or other similar Liens arising by law for sums not then due and payable after giving effect to any applicable grace period (or which, if due and payable, are being contested in good faith and with
respect to which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien); 
 (v) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other similar restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its
properties which were not incurred in connection with Debt and which do not individually or in the aggregate materially adversely affect the value of the Company or materially impair the operation of the business of such Person; 
 (vi) pledges or deposits (a) in connection with workers’ compensation, unemployment insurance and other types of
statutory obligations or the requirements of any official body, (b) to secure the performance of tenders, bids, surety or performance bonds, leases, purchase, construction, sales or servicing contracts and other similar obligations Incurred in
the normal course of business consistent with industry practice, (c) to obtain or secure obligations with respect to letters of credit, Guarantees, bonds or other sureties or assurances given in connection with the activities described in
clauses (a) and (b) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the
Code in connection with a “plan” (as defined in ERISA), or (d) arising in connection with any attachment unless such Liens shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the
expiration of any such stay; 
 (vii) Liens on property of a Person existing at the time such Person is merged
with or into or consolidated with the Company or a Restricted Subsidiary or becomes a Restricted Subsidiary, or on property acquired by the Company or any Restricted Subsidiary (and in each case not created or Incurred in anticipation of such
transaction), including Liens securing Acquired Debt permitted under this Indenture; provided that such Liens are not extended to the property and assets of the Company and its Restricted Subsidiaries other than the property or assets
acquired; 
 (viii) Liens securing Debt of a Restricted Subsidiary that is a Guarantor owed to and held by the
Company or a Restricted Subsidiary that is a Guarantor thereof; 
 (ix) other Liens (not securing Debt)
incidental to the conduct of the business of the Company or any of its Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of such assets
or materially impair the operation of the business of the Company or its Restricted Subsidiaries; 
 (x) Liens to
secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (i) and (vii);
provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not greater than the sum of the outstanding principal amount of the refinanced Debt plus any fees and
expenses, including premiums or original issue discount related to such extension, renewal, refinancing or refunding; 
 (xi) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods incurred in the ordinary course of business; 
  

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 (xii) licenses of intellectual property granted in the ordinary course of
business; 
 (xiii) Liens to secure Capital Lease Obligations or Purchase Money Debt permitted to be incurred
pursuant to clause (x) of the definition of “Permitted Debt” covering only the assets financed by or acquired with such Debt; 
 (xiv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligation in respect of bankers’ acceptances issued or created in the ordinary
course of business for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods; 
 (xv) Liens securing Debt Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however,
that the Lien may not extend to other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof), and the Debt (other
than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the
Lien; 
 (xvi) Liens on property or shares of Capital Interests of another Person at the time such other Person
becomes a Subsidiary of such Person; provided, however, that (a) the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant
thereto and proceeds thereof) and (b) such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary; 
 (xvii) Liens (a) that are contractual rights of set-off (i) relating to the establishment of depository relations
with banks not given in connection with the issuance of Debt, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations and other cash
management activities incurred in the ordinary course of business of the Company and or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its
Restricted Subsidiaries in the ordinary course of business and (b) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (Y) encumbering reasonable customary initial deposits and margin
deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, and (Z) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements
encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 
 (xviii) Liens securing judgments for the payment of money not constituting an Event of Default under clause (7) under Section 6.1 of this Indenture so long as such Liens are adequately bonded
and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired; 
 (xix) deposits made in the ordinary course of business to secure liability to insurance carriers; 
 (xx) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business so long as such leases,
subleases, licenses or sublicenses are subordinate in all respects to the Liens granted and evidenced by the Security Documents and which do not materially interfere with the ordinary conduct of the business of the Company or any Restricted
Subsidiaries and do not secure any Debt; 
 (xxi) Liens arising from UCC financing statement filings regarding
operating leases entered into by the Company or any Restricted Subsidiary in the ordinary course of business; 
  

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 (xxii) Liens on the assets of a Restricted Subsidiary that is not a
Guarantor securing Debt and other obligations of such Restricted Subsidiary incurred in compliance with this Indenture (including Liens on the assets of a Receivables Subsidiary); 
 (xxiii) Liens on the Collateral granted under the Security Documents in favor of the Collateral Agent to secure the Notes,
the Guarantees and the Permitted Additional Pari Passu Obligations; 
 (xxiv) Liens securing Debt, as measured by
principal amount, which, when taken together with the principal amount of all other Debt secured by Liens (excluding Liens permitted by clauses (i) though (xxiii) above) at the time of determination, does not exceed $15 million in the
aggregate at any one time outstanding; and 
 (xxv) any extensions, substitutions, replacements or renewals of
the foregoing. 
 “Person” means any individual, corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Preferred
Interests,” as applied to the Capital Interests in any Person, means Capital Interests in such Person of any class or classes (however designated) that rank prior, as to the payment of dividends or as to the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Common Interests in such Person. 
 “Purchase Agreement” means the purchase agreement dated November 23, 2009 by and among the Company, the Representative (as defined therein) and the Guarantors named therein. 
 “Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.” 
 “Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.” 
 “Purchase Money Debt” means Debt (i) Incurred to finance the purchase or construction (including additions and
improvements thereto) of any assets (other than Capital Interests) of such Person or any Restricted Subsidiary; and (ii) that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased or constructed
(and assets or property affixed or appurtenant thereto and any proceeds thereof); and in either case that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in
“addition to property, plant or equipment” in accordance with GAAP. 
 “Purchase Price” has the
meaning set forth in the definition of “Offer to Purchase.” 
 “Qualified Capital Interests” in any
Person means a class of Capital Interests other than Redeemable Capital Interests. 
 “Redeemable Capital
Interests” in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of
an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof,
in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the
holder thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have
the right to require the Company or any Restricted Subsidiary to repurchase such equity security upon the occurrence of a change of control or an asset sale will not constitute Redeemable Capital Interests if the terms of such equity security
provide that the Company or such Restricted Subsidiary may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with Section 4.7. The amount of Redeemable Capital Interests
deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its

  

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Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of
accrued dividends. Notwithstanding anything to the contrary set forth in this definition, Capital Interests of the Company shall not be deemed to be “Redeemable Capital Interests” solely as a result of the provisions of the Company’s
certificate of incorporation requiring the Company to repurchase such Capital Interests upon such member ceasing to be a member so long as such provisions are not amended in any manner materially adverse to the Holders of Notes. 
 “Redemption Price” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture. 
 “Refinancing Debt” means Debt that refunds, refinances, defeases, renews,
replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the
extent that 
 (i) the Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt
being refunded, refinanced, defeased, renewed, replaced or extended, if such Debt was subordinated to the Notes, 
 (ii) the Refinancing Debt is scheduled to mature either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes, 
 (iii) the Refinancing Debt has a weighted average life to maturity at the time such Refinancing Debt is Incurred that is
equal to or greater than the weighted average life to maturity of the Debt being refunded, refinanced, defeased, renewed, replaced or extended, 
 (iv) such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original
issue discount, as such) then outstanding under the Debt being refunded, refinanced, defeased, renewed, replaced or extended, (b) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting
optional prepayment provisions on such Debt being refunded, refinanced, defeased, renewed, replaced or extended and (c) the amount of reasonable and customary fees, expenses and costs related to the Incurrence of such Refinancing Debt, and

 (v) such Refinancing Debt shall not include (x) Debt of a Restricted Subsidiary of the Company that is
not a Guarantor that refinances Debt of the Company or a Guarantor or (y) Debt of the Company or a Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary. 
 “Registration Rights Agreement” means that certain Registration Rights Agreement, to be dated as of the Issue Date, among,
inter alia, the Company, the Guarantors, Banc of America Securities LLC, Barclays Capital Inc., ING Financial Markets LLC and Houlihan Lokey Howard & Zukin Capital, Inc. 
 “Responsible Officer” means, when used with respect to the Trustee, any officer of the Trustee within the Corporate Trust
Office (or any successor unit or department) of the Trustee responsible for administering this Indenture, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that
officer’s knowledge of and familiarity with the particular subject. 
 “Restricted Notes Legend” means the
legend identified as such in Exhibit A hereto. 
 “Restricted Payment” is defined to mean any of
the following: 
 (i) any dividend or other distribution declared and paid on the Capital Interests in the
Company or on the Capital Interests in any Restricted Subsidiary of the Company that are held by, or declared and paid to, any Person other than the Company or a Restricted Subsidiary of the Company; provided that the following shall not be
“Restricted Payments”: 
  

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 (a) dividends, distributions or payments, in each case, made solely in
Qualified Capital Interests in the Company; and 
 (b) dividends or distributions payable to the Company or a
Restricted Subsidiary of the Company or to other holders of Capital Interests of a Restricted Subsidiary on a pro rata basis; 
 (ii) any payment made by the Company or any of its Restricted Subsidiaries to purchase, redeem, acquire or retire any Capital Interests in the Company or any of its Restricted Subsidiaries, including any
issuance of Debt, in exchange for such Capital Interests or the conversion or exchange of such Capital Interests into or for Debt other than any such Capital Interests owned by the Company or any Restricted Subsidiary; 
 (iii) any payment made by the Company or any of its Restricted Subsidiaries (other than a payment made solely in Qualified
Capital Interests in the Company) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), (a) prior to any scheduled
maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Company or any Guarantor that is subordinate (whether pursuant to its terms or by operation of law) in right of payment to the Notes or Note Guarantees (excluding any Debt
owed to the Company or any Restricted Subsidiary); except (x) payments of principal in anticipation of satisfying a sinking fund obligation or final maturity, in each case, within one year of the due date thereof, and (y) any payments in
respect of Debt to the extent the issuance of such Debt was a Restricted Payment and (b) any Debt which would have constituted a Restricted Payment under clause (ii) above; 
 (iv) any Investment by the Company or a Restricted Subsidiary in any Person, other than a Permitted Investment; and

 (v) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary; 
 provided that notwithstanding the foregoing clauses (i) through (v), any payments in respect of Debt, if such Debt was issued prior to the Issue
Date or the issuance of such Debt constituted a Restricted Payment under clause (ii) above, shall not be deemed to be Restricted Payments. 
 “Restricted Subsidiary” means any Subsidiary that has not been designated as an “Unrestricted Subsidiary” in accordance with this Indenture. 
 “Second Lien Obligations” means the Debt Incurred and Obligations under this Indenture, the Notes and any Permitted
Additional Pari Passu Obligations. 
 “Second Priority Liens” means all Liens in favor of the Collateral Agent
on Collateral securing the Second Lien Obligations, including any Permitted Additional Pari Passu Obligations. 
 “Securities Act” means the Securities Act of 1933, as amended. 
 “Security
Agreement” means the security agreement to be dated as of the Issue Date between the Collateral Agent, the Company and the Guarantors, as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

 “Security Documents” means the Security Agreement, any mortgages, the Intercreditor Agreement and all of the
security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Collateral Agent for its benefit and for the
benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time. 

 

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 “Significant Subsidiary” has the meaning set forth in Rule 1-02 of
Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary. 
 “Stated
Maturity,” when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and
payable and (ii) any other Debt or any installment of interest thereon, means the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable.

 “Subsidiary” means, with respect to any Person, any corporation, limited or general partnership, trust,
association or other business entity of which an aggregate of at least a majority of the outstanding Capital Interests therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person. 

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in effect on
the date hereof. 
 “Total Assets” means the total assets of the Company and its Restricted Subsidiaries on a
consolidated basis, determined in accordance with GAAP, as of the last day of the most recently ended fiscal quarter of the Company for which internal financial statements are available. 
 “Transactions” means the issuance of the Notes on the Issue Date, the repayment, defeasance, redemption
or repurchase of the 7 3/4% Notes and the entering
into of the Credit Agreement and the transactions related thereto. 
 “Transfer Restricted Global Notes”
means a Global Note that is a Transfer Restricted Note. 
 “Transfer Restricted Notes” means Notes that bear or
are required to bear the Restricted Notes Legend. 
 “Treasury Rate” means, as obtained by the Company, with
respect to the Notes, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical
Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such redemption date to December 15, 2013; provided, however, that if the period from such redemption date to December 15, 2013 is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year will be used. 
 “Trustee” has the meaning set
forth in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor. 
 “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions
of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York,
the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such
provisions. 
 “Unrestricted Global Note” means a Global Note that is an Unrestricted Note. 
 “Unrestricted Notes” means one or more Notes that do not and are not required to bear the Restricted Notes Legend,
including the Exchange Notes and any Notes registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement. 
 “Unrestricted Subsidiary” means: 
  

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 (1) any Subsidiary designated as such by the Board of Directors of the
Company in compliance with Section 4.19; and 
 (2) any Subsidiary of an Unrestricted Subsidiary.

 “Voting Interests” means, with respect to any Person, securities of any class or classes of Capital
Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person. 
 SECTION 1.2 Other Definitions. 
  

			
	 Term
	  	Defined in Section
		
	 “Act”
	  	13.14
	 “Affiliate Transaction”
	  	4.11
	 “Agent Members”
	  	2.6
	 “Change of Control Offer”
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “covenant defeasance”
	  	8.3
	 “Custodian”
	  	6.1
	 “defeasance”
	  	8.3
	 “Discharge”
	  	8.8
	 “Event of Default”
	  	6.1
	 “Event of Loss Offer”
	  	4.16
	 “Excess Loss Proceeds”
	  	4.16
	 “Excess Proceeds”
	  	4.10
	 “Independent Financial Advisor”
	  	4.11(iii)
	 “legal defeasance”
	  	8.2
	 “Note Register”
	  	2.3
	 “Offer Amount”
	  	3.9
	 “QIB”
	  	2.1
	 “QIB Global Note”
	  	2.1
	 “redemption date”
	  	3.1
	 “Registrar”
	  	2.3
	 “Regulation S”
	  	2.1
	 “Regulation S Global Note”
	  	2.1
	 “Rule 144A”
	  	2.1
	 “Surviving Entity”
	  	5.1

 SECTION 1.3 Incorporation by Reference of Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in, and made a part of, this Indenture.

 The following TIA term used in this Indenture has the following meaning: 
 “obligor” on the Notes means the Issuer, the Guarantors and any successor obligor upon the Notes. 
 Unless otherwise defined herein, all other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by the Commission rule under the TIA have the meanings so assigned to them therein. 
 SECTION 1.4 Rules
of Construction. 
 Unless the context otherwise requires: 
  

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 (1) a term has the meaning assigned to it herein; 
 (2) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP; 
 (3) “or” is not exclusive; 
 (4) words in the singular include the plural, and in the plural include the singular; 
 (5) unless otherwise specified, any reference to Section or Article refers to such Section or Article of this Indenture;

 (6) provisions apply to successive events and transactions; 
 (7) references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include
substitute, replacement or successor sections or rules adopted by the Commission from time to time; 
 (8)
“including” means “including without limitation” and 
 (9) for the avoidance of doubt, any
references to “interest” shall include any Additional Interest that may be payable. 
 ARTICLE II 
 THE NOTES 
 SECTION
2.1 Form and Dating. 
 The Notes and the Trustee’s certificate of authentication shall be substantially in the form
of Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. 
 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. 
 (a) The Notes shall be issued
initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the
Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. 
 Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of
the Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.6 hereof. 
  

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 Except as set forth in Section 2.6 hereof, the Global Notes may be
transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee. 
 (b) The Initial Notes are being issued by the Issuer only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”))
(“QIBs”) and (ii) in reliance on Regulation S under the Securities Act (“Regulation S”). After such initial offers, Initial Notes that are Transfer Restricted Notes may be transferred to QIBs, in
reliance on Rule 144A, outside the United States pursuant to Regulation S or to the Company, in accordance with Section 2.16. Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent
Global Notes substantially in the form set forth in Exhibit A (the “QIB Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided.
Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global
Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP
numbers. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Note Custodian. Transfers of Notes between QIBs and to or by purchasers pursuant to
Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.16. 
 (c) Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary. 
 The Issuer shall execute and the Trustee shall, upon receipt of an Issuer Order, in accordance with Section 2.1(b) and
Section 2.2, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instructions or held by the Trustee as custodian for the Depositary. 
 The Trustee shall have
no responsibility or obligation to any Holder, any member of (or a Participant in) DTC or any other Person with respect to the accuracy of the records of DTC (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 of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee may rely
(and shall be fully protected in relying) upon information furnished by DTC with respect to its members, Participants and any Beneficial Owners in the Notes. 
 (d) Notes issued in certificated form, including Global Notes, shall be substantially in the form of Exhibit A
attached hereto. 
 SECTION 2.2 Execution and Authentication. 
 An Officer shall sign the Notes for the Issuer by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be
valid. 
 A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee shall, upon a
written Issuer Order signed by one Officer directing the Trustee to authenticate and deliver the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with, authenticate Notes for
original issue up to the aggregate principal amount stated in paragraph 4

  

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of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.17 hereof. 
 The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes. Unless limited by the terms of
such appointment, 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 the Issuer or an Affiliate of the Issuer. 
 SECTION 2.3 Registrar; Paying Agent.

 The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for
exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent. The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and
exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents; provided, however, that at all times there shall be only one Note Register. 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 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. The Issuer or any of its Restricted Subsidiaries may act as Paying Agent or Registrar. 
 The Issuer
shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of Section 317(b) of the TIA. The agreement shall implement the provisions of this Indenture that relate to
such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. 
 The Issuer initially appoints the
Trustee to act as the Registrar and Paying Agent and initially appoints the Corporate Trust Office of the Trustee as the office or agency of the Company for such purposes and as the office or agency of the Company where notices and demands to or
upon the Issuer in respect of the Notes and this Indenture may be served and the Trustee as the agent of the Issuer to receive such notices and demands. 
 The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes. 
 SECTION 2.4 Paying Agent to Hold Money in Trust. 
 The Issuer shall require
each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the
Notes, and 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 the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

 SECTION 2.5 Holder Lists. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven (7) 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, including the aggregate principal amount of the Notes held by each Holder thereof, and the Issuer shall otherwise comply with TIA
§ 312(a). 
  

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 SECTION 2.6 Book-Entry Provisions for Global Securities. 
 (a) Each Transfer Restricted Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of
such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). 
 Members of, or Participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the
Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. 
 (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners in a Global Note may be transferred
in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within
ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary to issue such
Certificated Notes. 
 (c) In connection with the transfer of the entire Global Note to Beneficial Owners pursuant to clause
(b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of an Issuer Order authenticate and deliver, to each Beneficial Owner
identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. 
 (d) The Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an
interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 
 (e)
Legends. The following legends shall appear on the face of all Global Notes and Certificated Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 
 (1) Restricted Notes Legend. Unless and until (x) a Note is exchanged for an Exchange Note or sold in connection
with an effective registration statement under the Securities Act and pursuant to the Registration Rights Agreement or (y) the Company determines that the following legend and the related restrictions on transfer are not required in order to
maintain compliance with the provisions of the Securities Act and there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee and a letter of representation of the Company reasonably satisfactory to the Trustee to
that effect, each Global Note and each Certificated Note (and all Notes issued in exchange therefor or substitution therefor) shall bear the legend in substantially the following form: 
 “THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN

  

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OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
144 THEREUNDER (IF AVAILABLE), (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (5) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL
IF THE ISSUER SO REQUESTS) AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.” 
 (2) Global Note Legend. Each Global Note, whether or not an Exchange Note, Transfer Restricted Global Note or Unrestricted Global Note, shall bear a legend in substantially the following form:

 “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SALEM COMMUNICATIONS CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” 
 (f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled
by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes
represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction. 
 (g) General provisions relating to transfers and exchanges: 
  


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 (i) To permit registrations of transfers and exchanges, the Issuer shall
execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request. 
 (ii) No service charge shall be made to a Holder for any registration of transfer, exchange, or redemption, but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in
connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14, 4.16 and 9.4 hereto). 
 (iii) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or
Certificated Notes shall, upon execution by the Company and authentication by the Trustee in accordance with the provisions hereof, 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 Certificated Notes surrendered upon such registration of transfer or exchange. 
 (iv) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any selection of Notes for redemption under
Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 
 (v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner
of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and neither the Trustee, any Agent nor the Issuer shall be affected by notice to the contrary. 
 (vi) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2
hereof. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note. 
 (vii) Each Holder agrees to provide reasonable indemnity to the Issuer and the Trustee against any liability that may result
from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. 
 (viii) 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 Agent Members or Beneficial Owners of interests 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 2.7 Replacement Notes. 
 If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction,
loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Issuer Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the
Trustee may charge a Holder for their expenses in replacing a Note. 
  

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 Every replacement Note is an additional 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 2.8
Outstanding Notes. 
 The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those
cancelled 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 2.8 as not outstanding. Except as
set forth in Section 2.9 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note. 
 If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

 If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and
interest on it ceases to accrue. 
 If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 
 SECTION 2.9 Treasury Notes. 
 In determining whether the Holders of the required aggregate 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 shown on the register as being owned shall be so disregarded.
Notwithstanding the foregoing, Notes that are to be acquired by the Issuer or an Affiliate of the Issuer pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes
passes to such entity. 
 SECTION 2.10 Temporary Notes. 
 Until Certificated Notes are ready for delivery, the Issuer may prepare and the Trustee shall, upon receipt of an Issuer Order, authenticate
temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall,
upon receipt of an Issuer Order, authenticate Certificated Notes in exchange for temporary Notes. 
 Holders of temporary Notes
shall be entitled to all of the benefits of this Indenture. 
 SECTION 2.11 Cancellation. 
 The Issuer at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the
Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee upon receipt of an Issuer Order. All Notes surrendered for registration of transfer, exchange or payment, if surrendered to any
Person other than the Trustee, shall be delivered to the Trustee. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Subject to Section 2.7 hereof, the
Issuer may not issue new Notes to replace Notes that they have redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary practice, and
certification of their disposal delivered to the Issuer, unless by a written order, signed by an Officer of the Issuer, the Issuer shall direct that cancelled Notes be returned to it. 
  

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 SECTION 2.12 Defaulted Interest. 
 If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five (5) Business Days prior to the payment
date, in each case at the rate provided in the Notes and in Section 4.1 hereof. The Issuer shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee in writing of any such
date. At least fifteen (15) days before the special record date, the Issuer (or the Trustee, in the name and at the expense of the Issuer) shall mail or cause to be mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid. 
 SECTION 2.13 Record Date. 
 The record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized
or permitted under this Indenture shall be determined as provided for in TIA § 316 (c). 
 SECTION 2.14 Computation
of Interest. 
 Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

 SECTION 2.15 CUSIP Number. 
 The Issuer in issuing the Notes may use a “CUSIP” and/or ISIN or other similar number, and if it does so, the Company may use the CUSIP and/or ISIN or other similar number in notices of
redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN or other similar number printed in the notice or on the
Notes and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuer shall promptly notify the Trustee of any change in the CUSIP and/or ISIN or other similar number. 
 SECTION 2.16 Special Transfer Provisions. 
 Unless and until (i) a Transfer Restricted Note is exchanged for an Exchange Note or sold in connection with an effective shelf registration statement under the Securities Act pursuant to the
Registration Rights Agreement or (ii) the Restricted Notes Legend is no longer required pursuant to Section 2.6(e), the following provisions shall apply: 
 (a) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer
of a Transfer Restricted Note (other than pursuant to Regulation S): 
 (i) The Registrar shall register the
transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and
(b) a letter substantially in the form set forth in Exhibit C hereto. 
 (ii) If the proposed
transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and
(y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the QIB Global Note in
an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of
such Regulation S Global Note. 
 (b) Transfers Pursuant to Regulation S. The following
provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Note pursuant to Regulation S: 
  

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 (i) The Registrar shall register any proposed transfer of a Transfer
Restricted Note pursuant to Regulation S by a Holder upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit D
hereto from the proposed transferor. 
 (ii) If the proposed transferee is an Agent Member holding a beneficial
interest in a QIB Global Note and the Transfer Restricted Note to be transferred consists of an interest in a QIB Global Note, upon receipt by the Registrar of (x) the letter, if any, required by paragraph (i) above and
(y) instructions in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note
in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the QIB Global
Note. 
 (c) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration
Rights Agreement, the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.2, the Trustee shall authenticate, one or more Global Notes not bearing the Restricted Notes Legend in an aggregate principal
amount equal to the principal amount of the beneficial interests in the Transfer Restricted Global Notes tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer. Concurrently with the issuance of
such Global Notes, the Registrar shall cause the aggregate principal amount of the applicable Transfer Restricted Global Notes to be reduced accordingly, and the Registrar shall deliver to the Persons designated by the Holders of Transfer Restricted
Global Notes so accepted Global Notes not bearing the Restricted Notes Legend in the appropriate principal amount. 
 (d) [Intentionally Omitted] 
 (e) Restricted Notes Legend. Upon the transfer, exchange or
replacement of Unrestricted Notes, the Registrar shall deliver Unrestricted Notes that do not bear the Restricted Notes Legend. Upon the transfer, exchange or replacement of Transfer Restricted Notes, the Registrar shall deliver only Transfer
Restricted Notes that bear the Restricted Notes Legend unless the Restricted Notes Legend is no longer required by this Section 2.6(e), or the Issuer determines and there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory
to the Trustee and a letter of representation of the Issuer reasonably satisfactory to the Trustee to the effect that neither such legend nor the related restrictions on transfer are required or appropriate in order to ensure that subsequent
transfers of the Notes are effected in compliance with the Securities Act. 
 (f) General. By its
acceptance of any Note bearing the Restricted Notes Legend, each Holder of such a Note acknowledges receipt of a Transfer Restricted Note with restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend and
agrees that it shall transfer such Note only as provided in this Indenture until such time as the Restricted Notes Legend is no longer required pursuant to Section 2.6(e) and such Holder exchanges such a Transfer Restricted Note for an
Unrestricted Note. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its
acceptance of the Notes to furnish the Registrar or the Issuer such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the Securities Act until such time as the Restricted Notes Legend is no longer required pursuant to Section 2.6(e) and such Holder exchanges such a Transfer Restricted Note for an
Unrestricted Note; provided that the Registrar shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such certifications, legal opinions or other information.

 The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this
Section 2.16. 
  

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 SECTION 2.17 Issuance of Additional Notes. 
 The Company shall be entitled to issue Additional Notes under this Indenture that shall have identical terms as the Initial Notes, other than
with respect to the date of issuance, issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions, transfer restrictions and any registration rights agreement and additional
interest with respect thereto; provided that such issuance is not otherwise prohibited by the terms of this Indenture, including Section 4.9. The Initial Notes and any Additional Notes and all Exchange Notes shall be, without limitation,
treated as a single class for all purposes under this Indenture. 
 With respect to any Additional Notes, the Company shall set
forth in a resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: 
 (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

 (2) the issue price, the Issue Date, the CUSIP number of such Additional Notes, the first interest payment
date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue; and 
 (3) whether such Additional Notes shall be Transfer Restricted Notes. 
 ARTICLE III

 REDEMPTION AND PREPAYMENT 
 SECTION 3.1 Notices to Trustee. 
 If the Issuer elects to redeem Notes
pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least forty-five (45) days (or such shorter period as is acceptable to the Trustee) before a date fixed for redemption (the
“redemption date”), an Officers’ Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the Redemption Price. 
 SECTION 3.2 Selection of Notes to Be Redeemed. 
 If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders in
compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate (and in a manner that complies with applicable legal requirements and, as applicable the procedures of the DTC); provided that no Notes of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder
thereof upon cancellation of the original Note. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption. The Trustee shall make the selection from the Notes outstanding and not previously
called for redemption and shall promptly notify the Issuer in writing of the Notes selected for redemption. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of the Notes that have
denominations larger than $2,000. 
 SECTION 3.3 Notice of Redemption. 
 Subject to the provisions of Section 3.9, at least 30 days but not more than 60 days before a redemption date, the Issuer shall mail or
cause to be mailed by first class mail (and, to the extent permitted by applicable procedures or regulations, electronically), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. 
  

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 The notice shall identify the Notes to be redeemed and shall state: 
 (1) the redemption date; 
 (2) the Redemption Price; 
 (3) if any Note is being redeemed in
part, the portion of the principal amount of such Notes to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the
original Note; 
 (4) the name, telephone number 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, interest, if any, on Notes called for redemption
ceases to accrue on and after the redemption date; 
 (7) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed; and 
 (8) that no representation
is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 At the
Issuer’s written request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the Issuer shall have delivered to the Trustee at least 45 days prior to
the redemption date (or such shorter period as is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notices as provided in the preceding
paragraph. The notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not a Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note. 
 SECTION 3.4
Effect of Notice of Redemption. 
 Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date at the Redemption Price plus accrued and unpaid interest, if any, to such date. A notice of redemption may not be conditional. 
 SECTION 3.5 Deposit of Redemption of Purchase Price. 
 On or before 10:00 a.m. (New York City time) on each redemption date or the date on which Notes must be accepted for purchase pursuant to Section 4.10, 4.14 or 4.16, the Issuer shall deposit with the
Trustee or with the Paying Agent (or, if the Issuer or a Subsidiary of the Issuer is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and accrued and unpaid interest, if any, on all Notes to be
redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the Redemption Price of
(including any Applicable Premium), and accrued interest, if any, on, all Notes to be redeemed or purchased. 
 SECTION 3.6
Notes Redeemed in Part. 
 Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon receipt of
an Issuer Order, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 
  

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 SECTION 3.7 Optional Redemption. 
 (a) The Notes may be redeemed, in whole or in part, at any time prior to December 15, 2013, at the option of the Issuer, at a Redemption
Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including, the applicable redemption date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant interest payment date). 
 (b) The Notes are subject to redemption, at the
option of the Issuer, in whole or in part, at any time on or after December 15, 2013, at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but
not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date), if redeemed during the 12-month period beginning on December 15 of the years
indicated: 
  

				
	 Year
	  	Redemption
Price	 
	 2013
	  	104.813	% 
	 2014
	  	102.406	% 
	 2015 and thereafter
	  	100.00	% 

 (c) Prior to December 15, 2012, the Issuer may, with the net proceeds of one or
more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 109.625% of the principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the
Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Equity Offering. 
 (d) In addition, prior to December 15, 2013, the Issuer may redeem up to an aggregate $30 million of the Notes in any 12-month period, in connection with up to two redemptions in such 12-month period, at a Redemption Price of 103% of
the principal amount thereof, plus accrued and unpaid interest to the redemption date. 
 SECTION 3.8 Mandatory
Redemption. 
 Except as set forth under Sections 4.10, 4.14 and 4.16 hereof, the Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes. 
 SECTION 3.9 Offer to Purchase. 
 In the event that the Issuer shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer, Event of Loss Offer or a
Change of Control Offer, the Issuer shall follow the procedures specified below. 
 Unless otherwise required by applicable law,
an Offer to Purchase shall specify an Expiration Date of the Offer to Purchase, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer, and a
Purchase Date for purchase of Notes within five Business Days after the Expiration Date. On the Purchase Date, the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 4.10,
Section 4.14 or Section 4.16 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. If the Purchase Date is on or after the interest record
date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall
be payable to the Holders who tender Notes pursuant to the Offer to Purchase. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s
obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at

  

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the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. 
 On or before 10:00 a.m. (New York City time) on each Purchase Date, the Issuer shall irrevocably deposit with the Trustee or Paying Agent
(or, if the Issuer or a Subsidiary of the Issuer is the Paying Agent, shall segregate and hold in trust) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if any,
thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Issuer shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary in the case of an
Asset Sale Offer or Event of Loss Offer, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or
Depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with
the terms of this Section 3.9. The Issuer shall promptly (but in any case not later than three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered
by such Holder and accepted by the Issuer for purchase, plus any accrued and unpaid interest, if any, thereon, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Issuer Order, shall authenticate and mail or deliver
at the expense of the Issuer such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder
thereof. The Issuer shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on the Purchase Date. 
 ARTICLE IV 
 COVENANTS 
 SECTION 4.1 Payment of Notes. 
 (a) The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be considered paid for all purposes hereunder on the date the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds, as of 10:00 a.m. (New York City time), money
deposited by the Issuer in immediately available funds and designated for and sufficient to pay all such 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 at the rate equal to the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

 SECTION 4.2 Maintenance of Office or Agency. 
 The Issuer shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Notes
may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.3 hereof. 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 and the Company
hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. 
 The Issuer may also
from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  

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 SECTION 4.3 Provision of Financial Information. 
 Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company will, subject to
the second succeeding paragraph, file with the Commission (and deliver a copy to the Trustee), within the time periods specified in the Commission’s rules and regulations that would then be applicable to the Company: 
 (1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the
Company was required to file such reports; and 
 (2) all current reports that would be required to be filed with
the Commission on Form 8-K if the Company was required to file such reports. 
 All such reports will be prepared in all
material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the consolidated financial statements of the Company by the certified independent accountants
of the Company. 
 If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act
for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the Commission (and deliver a copy to the Trustee) within the time periods specified above unless the Commission
will not accept such filings. If the Commission will not accept the filings of the Company for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the
Company was required to file those reports with the Commission. 
 In addition, the Company will furnish to the Holders of Notes
and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 SECTION 4.4 Compliance Certificate. 
 The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default, and
further stating, as to each such Officer signing such certificate, that, to his or her knowledge, no Default or Event of Default has occurred during such period (or, if a Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto). 
 The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 
 SECTION 4.5
Taxes. 
 The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency all material taxes,
assessments and governmental levies, except such as are contested in good faith and by appropriate proceedings and with respect to which appropriate reserves have been taken in accordance with GAAP or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes. 
 SECTION 4.6 Stay, Extension and Usury Laws. 

The Company 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 Company and each of the
Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or

  

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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 4.7 Limitation on Restricted Payments. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to the proposed
Restricted Payment: 
 (a) no Event of Default shall have occurred and be continuing or will occur as a
consequence thereof; 
 (b) after giving effect to such Restricted Payment on a pro forma basis, the Company
would be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the provisions described in the first paragraph under Section 4.9; and 
 (c) after giving effect to such Restricted Payment on a pro forma basis, the aggregate amount expended or declared for all
Restricted Payments made on or after the Issue Date (excluding Restricted Payments permitted by clauses (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the next succeeding paragraph), shall not exceed the sum (without
duplication) of 
 (1) 100% of the Consolidated Cash Flow (or if Consolidated Cash Flow shall be a deficit, 100%
of such deficit) of the Company for the period (taken as one accounting period) from October 1, 2009 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such
Restricted Payment less the product of 1.4 times the Company’s Consolidated Interest Expense for the same period, plus 
 (2) 100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company subsequent to the initial issuance of the Notes either (i) as a
contribution to its common equity capital or (ii) from the issuance and sale (other than to a Restricted Subsidiary) of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion of Debt or Redeemable
Capital Interests of the Company, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Interests (other than, in each case, Capital Interests or Debt sold to a Subsidiary of the Company), plus

 (3) 100% of the amount by which Debt of the Company is reduced on the Company’s balance sheet upon the
conversion or exchange (other than by a Subsidiary of the Company) subsequent to the initial issuance of the Notes of any Debt of the Company for Qualified Capital Interests of the Company (less the amount of any cash, or the fair value of any other
property, distributed by the Company upon such conversion or exchange), plus 
 (4) 100% of the net
reduction in Investments (other than Permitted Investments), subsequent to the date of the initial issuance of the Notes, in any Person, resulting from (x) payments of interest on Debt, dividends, distributions, redemptions, repurchases,
repayments of loans or advances or other transfers of assets (but only to the extent such interest, dividends, distributions, redemptions, repurchases, repayments or other transfers were made in cash), in each case to the Company or any Restricted
Subsidiary from any Person (including an Unrestricted Subsidiary), (y) the sale or other disposition (other than to the Company or a Restricted Subsidiary) thereof made by the Company and its Restricted Subsidiaries or (z) the
redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, in each case, not to exceed in the case of any Person the amount of Investments (other than Permitted Investments) previously made by the Company or any Restricted Subsidiary
in such Person. 
 Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries may take the following
actions; provided that, in the case of clause (iv) or (ix) below immediately after giving effect to such action, no Event of Default has occurred and is continuing: 
  

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 (i) the payment of any dividend or other distribution on Capital Interests
in the Company or a Restricted Subsidiary within 60 days after declaration thereof if at the declaration date such payment would not have been prohibited by the foregoing provisions of this Section 4.7; 
 (ii) the retirement of any Qualified Capital Interests of the Company by conversion into, or by or in exchange for, Qualified
Capital Interests, or out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of other Qualified Capital Interests of the Company; 
 (iii) the redemption, defeasance, repurchase or acquisition or retirement for value of any Debt of the Company or a Guarantor
that is subordinate in right of payment to the Notes or the applicable Note Guarantee out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of (x) new subordinated Debt of the
Company or such Guarantor, as the case may be, Incurred in accordance with this Indenture or (y) of Qualified Capital Interests of the Company; 
 (iv) the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Company held by employees, officers or directors, or by former employees, officers or directors, of the
Company or any Restricted Subsidiary (or their estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment; provided that the aggregate consideration paid for such purchase, redemption,
retirement or other acquisition of such Capital Interests does not exceed $2.0 million in any calendar year; provided that any unused amounts in any calendar year may be carried forward to one or more future periods; provided,
further, that the aggregate amount of repurchases made pursuant to this clause (iv) may not exceed $4.0 million in any calendar year; 
 (v) repurchase of Capital Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Capital Interests represent a portion of
the exercise price of those stock options, warrants or other convertible or exchangeable securities; 
 (vi) the
prepayment of intercompany Debt, the Incurrence of which was permitted pursuant to Section 4.9; 
 (vii)
cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Capital Interests of the Company or a Restricted Subsidiary; 
 (viii) the declaration and payment of dividends to holders of any class or series of Redeemable Capital Interests of the
Company or any Restricted Subsidiary issued or Incurred in compliance with Section 4.9; 
 (ix) upon the
occurrence of a Change of Control or an Asset Sale, the defeasance, redemption, repurchase or other acquisition of any subordinated Debt pursuant to provisions substantially similar to those contained in Section 4.10 and Section 4.14 at a
purchase price not greater than 101% of the principal amount thereof (in the case of a Change of Control) or at a percentage of the principal amount thereof not higher than 100% of the principal amount thereof (in the case of an Asset Sale), plus
any accrued and unpaid interest thereon; provided that prior to or contemporaneously with such defeasance, redemption, repurchase or other acquisition, the Company has made an Offer to Purchase with respect to the Notes and has repurchased
all Notes validly tendered for payment and not withdrawn in connection therewith; 
 (x) other Restricted
Payments not in excess of $15.0 million in the aggregate; and 
 (xi) the repayment,
defeasance, redemption or repurchase of the 7  3/4% Notes in connection with the Transactions. 
 For purposes of this Section 4.7, if any Investment or
Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Company may classify such Investment or Restricted
Payment in any manner that complies

  

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with this Section 4.7 and may later reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so reclassified) would be permitted to be made in
reliance on the applicable exception as of the date of such reclassification. 
 If any Person in which an Investment is made,
which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with this Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted Payments for
purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph under this Section 4.7 or clause (x) of the second paragraph under this Section 4.7, in each case to the extent
such Investments would otherwise be so counted. 
 If the Company or a Restricted Subsidiary transfers, conveys, sells, leases
or otherwise disposes of an Investment in accordance with Section 4.10, which Investment was originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph of this
Section 4.7, the aggregate amount expended or declared for all Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer, conveyance, sale, lease or other disposition of such Investment or
(ii) the amount of the original Investment, in each case, to the extent originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph of this Section 4.7.

 For purposes of this Section 4.7, if a particular Restricted Payment involves a non-cash payment, including a
distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

 SECTION 4.8 Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become
effective or enter into any encumbrance or restriction (other than pursuant to this Indenture, law, rules or regulation) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests
owned by the Company or any Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any Restricted Subsidiary, (ii) make loans or advances to the Company or any Restricted Subsidiary thereof or (iii) transfer any
of its property or assets to the Company or any Restricted Subsidiary. 
 However, the preceding restrictions will not apply to
the following encumbrances or restrictions existing under or by reason of: 
 (a) any encumbrance or restriction
in existence on the Issue Date, including those required by the Credit Agreement or any future Debt incurred in compliance with the Credit Agreement (so long as such restrictions are not materially more restrictive, taken as a whole, than the Credit
Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings, in the good faith judgment of the Company, are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the
Issue Date or refinancings thereof; 
 (b) any encumbrance or restriction pursuant to an agreement relating to an
acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); 
 (c) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary after the Issue
Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or
assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; 
  

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 (d) any encumbrance or restriction pursuant to an agreement effecting a
permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and
restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced
or extended in the good faith judgment of the Board of Directors of the Company; 
 (e) customary provisions
restricting subletting or assignment of any lease, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; 
 (f) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on
such assets or property; 
 (g) any encumbrance or restriction by reason of applicable law, rule, regulation or
order; 
 (h) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; 

(i) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business; 
 (j) provisions with respect to the disposition or distribution of assets or property in
joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; 
 (k) any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of the Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; 
 (l) Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to Section 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens;

 (m) customary provisions limiting the disposition or distribution of assets or property in joint venture
agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by this Indenture, which limitation is applicable only to the assets (including Capital Interests of Subsidiaries)
that are the subject of such agreements; and 
 (n) restrictions that are not materially more restrictive, taken
as a whole, than customary provisions in comparable financings and, as determined by management of the Company in its reasonable and good faith judgment, will not materially impair the Company’s ability to make payments required under the
Notes. 
 SECTION 4.9 Limitation on Incurrence of Debt. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided
that the Company and any of its Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom,
(a) the Consolidated Total Debt Ratio would be less than or equal to 6.0 to 1.0, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt. 
  

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 Notwithstanding the first paragraph above, the Company and its Restricted Subsidiaries may
Incur Permitted Debt. 
 For purposes of determining compliance with this Section 4.9, (x) Debt Incurred under the
Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” (y) the outstanding principal amount of any Debt shall be counted only once such that
(without limitation) any obligation arising under any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included and (z) except as
provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and the first paragraph of this Section 4.9, the Company, in its sole discretion,
shall classify, and from time to time may reclassify, all or any portion of such item of Debt. 
 The accrual of interest, the
accretion or amortization of original issue discount and the payment of interest on Debt in the forms of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms and
changes in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this Section 4.9. 
 The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt
unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being
unsecured or secured to a greater or lesser extent or with greater or lower priority. 
 SECTION 4.10 Limitation on Asset
Sales. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

 (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the
Asset Sale at least equal to the Fair Market Value of the assets or Capital Interests issued or sold or otherwise disposed of; 
 (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Eligible Cash Equivalents. For purposes of this provision, each of
the following will be deemed to be cash: 
 (a) any liabilities, as shown on the most recent consolidated balance
sheet of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a
customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; 
 (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash
within 365 days of their receipt to the extent of the cash received in that conversion; and 
 (c) any Designated
Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (when taken together with all other Designated Non-cash Consideration received pursuant to this clause (c)) that
does not exceed 5% of Total Assets at the time of receipt of such Designated Non-cash Consideration being measured at the time it was received and without giving effect to subsequent changes in value; and 
  

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 (3) if such Asset Sale involves the disposition of Collateral, the Company
or such Subsidiary has complied with Article X and the Security Documents. 
 Within 365 days after the receipt of any
Net Cash Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds at its option: 
 (1) to repay First Lien Obligations; 
 (2) to acquire assets constituting, or any Capital Interests of, a Permitted Business, if, after giving effect to any such
acquisition of Capital Interests, such assets are owned by the Company or a Restricted Subsidiary or the Person owning such Permitted Business is or becomes a Restricted Subsidiary of the Company; provided that if such Net Cash Proceeds are
received in respect of Collateral, such assets are pledged as Collateral under the Security Documents; 
 (3) to
make a capital expenditure in or that is used or useful in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; provided
that if such Net Cash Proceeds are received in respect of Collateral, such assets are pledged as Collateral under the Security Documents; 
 (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided that if such Net Cash Proceeds are received in respect
of Collateral, such assets are pledged as Collateral under the Security Documents; or 
 (5) any combination of
the foregoing; 
 provided that if during such 365-day period the Company or a Restricted Subsidiary enters into a definitive agreement
committing it to apply such Net Cash Proceeds in accordance with the requirements of clause (2), (3) or (4), or any combination thereof, of this paragraph, such 365-day period will be extended up to an additional 180 days with respect to the
amount of Net Cash Proceeds so committed. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce borrowings under the Credit Agreement. 
 Subject to the next succeeding paragraph, any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the
preceding paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million (it being understood that the Company may, in its sole discretion, make an
Asset Sale Offer pursuant to this Section 4.10 prior to the time that the aggregate amount of Excess Proceeds exceeds $10.0 million), within thirty days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and (x) in
the case of Net Cash Proceeds from Collateral, to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Section 4.10 with respect to asset sales or (y) in the case of
any other Net Cash Proceeds, to all holders of other Debt ranking pari passu with the Notes containing provisions similar to those set forth in this Section 4.10 with respect to asset sales, in each case equal to the Excess Proceeds. The
offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the
Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under this Indenture. If the aggregate principal amount
of Notes and other Permitted Additional Pari Passu Obligations (in the case of Net Cash Proceeds from Collateral) or Notes and other pari passu debt (in the case of any other Net Cash Proceeds) tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee will select the Notes and the Company or its agent shall select the other Permitted Additional Pari Passu Obligations or other pari passu debt, as the case may be, to be purchased on a pro rata basis.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The provisions of Section 3.9 shall apply to any Asset Sale Offer. 
 The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities

  

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laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached
its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance. 
 SECTION 4.11 Limitation on
Transactions with Affiliates. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions,
contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”), unless: 
 (i) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that could reasonably have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unaffiliated party; and 
 (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration
in excess of $5.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying
that such Affiliate Transaction complies with clause (i) above (on which the Trustee may conclusively and exclusively rely); and 
 (iii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, the Company must obtain and deliver to the Trustee
a written opinion of a nationally recognized investment banking, accounting or appraisal firm (an “Independent Financial Advisor”) stating that the transaction is fair to the Company or such Restricted Subsidiary, as the case may
be, from a financial point of view (on which the Trustee may conclusively and exclusively rely). 
 The foregoing limitation
does not limit, and shall not apply to: 
 (1) Restricted Payments that are permitted by the provisions of this
Indenture pursuant to Section 4.7 and Permitted Investments; 
 (2) the payment of reasonable and customary
fees and indemnities to members of the Board of Directors of the Company or a Restricted Subsidiary; 
 (3) the
payment (and any agreement, plan or arrangement relating thereto) of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and
employees of the Company or any Restricted Subsidiary; 
 (4) transactions between or among the Company and/or
its Restricted Subsidiaries; 
 (5) the issuance of Capital Interests (other than Redeemable Capital Interests)
of the Company otherwise permitted hereunder; 
 (6) any agreement or arrangement as in effect on the Issue Date
and any amendment, extension or modification thereto so long as such amendment, extension or modification is not more disadvantageous to the Holders of the Notes in any material respect; 
 (7) transactions in which the Company delivers to the Trustee a written opinion from an Independent Financial Advisor (on
which the Trustee may conclusively and exclusively rely) to the effect that the transaction is fair, from a financial point of view, to the Company and any relevant Restricted Subsidiaries; 
  

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 (8) any contribution of capital to the Company; and 
 (9) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the
ordinary course of business on terms that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, as determined in good faith by the Company, than those that could be obtained in a comparable arm’s
length transaction with a Person that is not an Affiliate of the Company. 
 SECTION 4.12 Limitation on Liens.

 (a) The Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to enter into,
create, incur, assume or suffer to exist any Lien of any kind, on or with respect to the Collateral other than Permitted Collateral Liens. 
 (b) Subject to paragraph (a) of this Section 4.12, the Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to, enter into, create, incur, assume or
suffer to exist any Liens of any kind, other than Permitted Liens, on or with respect to any property or assets now owned or hereafter acquired by the Company or any of its Restricted Subsidiaries or any interest therein or any income or profits
therefrom other than the Collateral without securing the Notes and all other amounts due under this Indenture and the Security Documents (for so long as such Lien exists) equally and ratably with (or prior to) the obligation or liability secured by
such Lien. 
 SECTION 4.13 [Intentionally Omitted]. 
 SECTION 4.14 Offer to Purchase upon Change of Control. 
 Upon the occurrence of a Change of Control, the Issuer will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to
101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have
been made if (i) within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price and
(ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. 
 On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. 
 The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. 
 The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control
in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer
or (ii) notice of redemption with respect to all outstanding Notes has been given pursuant to Section 3.7(a). 
 To
the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and
regulations and no Default or Event of Default shall be deemed to have occurred as a result of such compliance. 
  

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 In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional
upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase. 
 SECTION 4.15 Maintenance of Properties and Corporate Existence. 
 Subject
to, and in compliance with, the provisions of Article X and the provisions of the applicable Security Documents, the Company shall cause all material properties used or useful in the conduct of its business or the business of any of the
Guarantors to be maintained and kept in good operating condition, repair and working order (ordinary wear and tear and casualty loss excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereto; provided, that the Company shall not be obligated to make such repairs, renewals, replacements, betterments and improvements if the failure to do so would not result in a material adverse
effect on the ability of the Company and the Guarantors to satisfy their obligations under the Notes, the Guarantees, this Indenture and the Security Documents. 
 Subject to Sections 4.14 and 12.5 and Article V hereof, as the case may be, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership, limited liability company or other existence of each of its Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such
Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the loss thereof is not adverse in any material respect to the Holders. 
 SECTION 4.16 Events of Loss. 
 In the event of an Event of Loss resulting in Net Loss Proceeds in excess of $5.0
million, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to
the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss, with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to
the Trustee within 90 days of such Event of Loss an Officers’ Certificate certifying that the Company applied (or will apply after receipt of any anticipated insurance or similar proceeds) the Net Loss Proceeds or other sources in accordance
with this sentence. 
 Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first
sentence of this Section 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the Company will make an offer (an “Event of Loss Offer”) to
all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or repurchase the Notes and such other Permitted
Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds.
The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an
Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any
purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations
tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata
basis based on the principal amount tendered. The Company will comply with Section 3.9 in connection with any Event of Loss Offer. 
 The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in
connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable

  

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securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under the Event of Loss provisions of this Indenture by virtue of such compliance. 
 SECTION 4.17
Limitation on Business Activities. 
 The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any
business other than a Permitted Business, except to the extent as would not be material to the Company and its Restricted Subsidiaries, taken as a whole. 
 SECTION 4.18 Additional Note Guarantees. 
 After the Issue Date, the Company
will cause each of its Restricted Subsidiaries (other than (x) any Foreign Subsidiary and (y) any Restricted Subsidiary that is prohibited by law from guaranteeing the Notes or that would experience adverse regulatory consequences as a
result of providing a guarantee of the Notes (so long as, in the case of this clause (y), such Restricted Subsidiary has not provided a guarantee of any other Debt of the Company or any Guarantor)) that (A) Incurs Debt in an aggregate principal
amount in excess of $5.0 million (other than Debt permitted to be Incurred pursuant to clauses (v), (viii), (ix), (xi), (xii), (xiii) and (xvii) of the definition of “Permitted Debt”) at any time outstanding or
(B) guarantees Debt under a Credit Agreement or any other Debt (other than pursuant to the Permitted Debt clauses referred to above) of the Company or the Guarantors, in each case, to guarantee the Notes and the Company’s other obligations
under this Indenture pursuant to a supplemental indenture in accordance with Article IX of this Indenture. 
 Such
Guarantor will also enter into a joinder agreement to the applicable Security Documents or new Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes and take all actions advisable
in the opinion of the Company, as set forth in an Officers’ Certificate accompanied by an Opinion of Counsel to the Company, to cause the Second Priority Liens created by the Security Agreement and other Security Documents to be duly perfected
to the extent required by such agreement in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or formation of the Company and the Guarantors. 
 SECTION 4.19 Limitation on Creation of Unrestricted Subsidiaries. 
 The Company may designate any Subsidiary of the Company to be an “Unrestricted Subsidiary” as provided below, in which event such
Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. 
 The
Company may designate any Subsidiary to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Interests of, or owns or holds any Lien on any property of, any other Restricted Subsidiary of the Company; provided that either:

 (x) the Subsidiary to be so designated has total assets of $1,000 or less; or 
 (y) immediately after giving effect to such designation, the Company could Incur at least $1.00 of additional Debt (other
than Permitted Debt) pursuant to the first paragraph of Section 4.9; 
 provided further that the Company could make a Restricted
Payment or Permitted Investment in an amount equal to the greater of the Fair Market Value or book value of such Subsidiary pursuant to Section 4.7 and such amount is thereafter treated as a Restricted Payment or Permitted Investment for the
purpose of calculating the amount available in connection with Section 4.7. 
 An Unrestricted Subsidiary may be designated
as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred pursuant to Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to
Section 4.12. 
  

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 SECTION 4.20 Further Assurances. 
 The Company will, and will cause each of its existing and future Restricted Subsidiaries to, at their expense, duly execute and deliver, or
cause to be duly executed and delivered, such further agreements, documents and instruments and do or cause to be done such further acts as may be necessary and proper to: 
 (1) Effectuate the purposes of this Indenture and the Security Documents; 
 (2) evidence, perfect, maintain and enforce the validity, effectiveness and priority of any of the Second Priority Liens
created, or intended to be created, by the Security Documents; and 
 (3) ensure the protection and enforcement
of any of the rights granted or intended to be granted to the Trustee under any other instrument executed in connection therewith. 
 ARTICLE V 
 SUCCESSORS 
 SECTION 5.1 Consolidation, Merger, Conveyance, Transfer or Lease. 
 The
Company will not in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Company in which the Company is the continuing Person), or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless: 
 (i) either: (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by
such consolidation or into which the Company is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the property and assets of the Company (such Person, the
“Surviving Entity”), (1) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state
thereof or the District of Columbia, (2) shall expressly assume, by a supplemental indenture, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance
of the covenants and obligations of the Company under this Indenture and (3) shall expressly assume the due and punctual performance of the covenants and obligations of the Company under the Security Documents; provided that at any time
the Company or its successor is not a corporation, there shall be a co-issuer of the Notes that is a corporation; 
 (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including any Debt Incurred in connection with or in respect of such transaction or series of
transactions), no Default or Event of Default shall have occurred and be continuing or would result therefrom; 
 (iii) immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of
transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, the Company (or the Surviving Entity if the Company is not continuing) could Incur $1.00 of additional Debt (other than
Permitted Debt) under the first paragraph of Section 4.9; 
 (iv) the Company delivers, or causes to be
delivered, to the Trustee, in form and substance satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel (on which the Trustee may

  

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conclusively and exclusively rely), each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this
Indenture; 
 (v) the Surviving Entity causes such amendments, supplements or other instruments to be executed,
delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Surviving Entity; 
 (vi) the Collateral owned by or transferred to the Surviving Entity shall (a) continue to constitute Collateral under
this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes and (c) not be subject to any Lien other than Permitted Collateral Liens;
and 
 (vii) the property and assets of the Person which is merged or consolidated with or into the Surviving
Entity, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Surviving Entity shall take such action as may be reasonably
necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture. 
 The preceding clause (iii) will not prohibit: 
 (a) a merger
between the Company and a Restricted Subsidiary of the Company; or 
 (b) a merger between the Company and an
Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of the United States or any political subdivision or state thereof; 
 so long as, in each case, the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby, except for Debt incurred in the ordinary course of business to pay fees, expenses and
other costs associated with such transaction. 
 For all purposes of this Indenture and the Notes, Subsidiaries of any Surviving
Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its
Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of
transactions. 
 Upon any transaction or series of transactions that are of the type described in, and are effected in
accordance with, conditions described in the immediately preceding paragraphs, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company, under this Indenture with the same effect as if
such Surviving Entity had been named as the Company therein; and when a Surviving Person duly assumes all of the obligations and covenants of the Company pursuant to this Indenture and the Notes, except in the case of a lease, the predecessor Person
shall be relieved of all such obligations. 
 SECTION 5.2 Successor Person Substituted. 
 Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.1 hereof, the successor corporation formed by such consolidation or into or with which the Company (and, if necessary, any co-issuer) is merged or to which such sale, assignment,
conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the successor corporation and not to the Company), and shall exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been
named as the Company herein; provided, however, that in the event

  

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of a transfer or lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Notes. 
 ARTICLE VI 
 DEFAULTS AND REMEDIES 
 SECTION 6.1 Events of Default. 
 Each of the following constitutes an “Event of Default”: 
 (1) default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at
Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise); 
 (2) default in the
payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days; 
 (3) failure to perform or comply with Section 5.1; 
 (4)
except as permitted by this Indenture, (i) any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason cease to be in full force
and effect and enforceable in accordance with its terms (except as specifically provided in this Indenture) for a period of 30 days after written notice thereof by the Trustee or the Holders of 25% in principal amount of the outstanding Notes or
(ii) the Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason be asserted by any Guarantor or the Company not to be in full
force and effect and enforceable in accordance with its terms; 
 (5) default in the performance, or breach, of
(i) any covenant or agreement of the Company or any Guarantor in this Indenture (other than (x) a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or
(4) above or (y) a covenant or agreement contained in Section 4.3), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes or (ii) any covenant or agreement contained in Section 4.3 and continuance of such default or breach for a period of 120 days after written
notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; 
 (6) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company
or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $15.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have
resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $15.0 million of such Debt when due and payable after the expiration of any applicable grace period with
respect thereto; 
 (7) the entry against the Company or any Restricted Subsidiary that is a Significant
Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $15.0 million, by a court
or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; 
 (8) (i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 
  

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 (a) commences a voluntary case, 
 (b) consents to the entry of an order for relief against it in an involuntary case, 
 (c) consents to the appointment of a Custodian of it or for all or substantially all of its property, 
 (d) makes a general assignment for the benefit of its creditors, or 
 (e) admits, in writing, its inability generally to pay its debts as they become due; 
 (ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (a) is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case; 
 (b) appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of
the property of the Company or any of its Restricted Subsidiaries; or 
 (c) orders the liquidation of the
Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary 
 and the order or decree remains unstayed and in effect for 60 consecutive days; or 
 (9) (x) with respect to any Collateral having a fair market value in excess of $15.0 million, individually or in the
aggregate, (a) any default or breach by the Company or any Guarantor in the performance of its obligations under the Security Documents or this Indenture which adversely affects the condition or value of the Collateral or the enforceability,
validity, perfection or priority of the Second Priority Liens, taken as a whole in any material respect, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of 25% in principal
amount of the outstanding Notes, or (b) any security interest created under the Security Documents or under this Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Company or any Guarantor
asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Collateral is invalid or unenforceable. 
 The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
 The Trustee shall not be deemed to have notice of any Event of Default and shall not have any duty or responsibility in respect thereof
unless and until a Responsible Officer of the Trustee has received written notice of such Event of Default or has actual knowledge of such Event of Default. Delivery of reports, information and documents to the Trustee under Section 4.3 is for
informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder or the existence of an Event of Default (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates, except as otherwise provided herein). 
  

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 SECTION 6.2 Acceleration. 
 If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.1 with respect to the Company) occurs
and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable
immediately by a notice in writing to the Company (and to the Trustee if given by Holders). 
 In the event of a declaration of
acceleration of the Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of
default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20
Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee
for the payment of amounts due on the Notes. 
 If an Event of Default specified in clause (8) of Section 6.1 occurs
with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
 SECTION 6.3 Other Remedies. 
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, interest on the Notes or to enforce the performance of
any provision of the Notes, this Indenture and the Security Documents. 
 The Trustee may maintain a proceeding even if it does
not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
 SECTION 6.4
Waiver of Past Defaults. 
 The Holders of a majority in aggregate principal amount of the Notes then outstanding by
written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or
the principal of, the Notes (other than as a result of an acceleration), which shall require the written consent of all of the Holders of the Notes then outstanding. 
 SECTION 6.5 Control by Majority. 
 Subject to the terms of the Security
Documents and Section 7.2(f), the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust power conferred on it. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may
involve the Trustee in personal liability, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 
 SECTION 6.6 Limitation on Suits. 
 A Holder may pursue a remedy with respect
to this Indenture or the Notes only if: 
 (a) the Holder gives to the Trustee written notice of a continuing
Event of Default or the Trustee receives such notice from the Company; 
  

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 (b) the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy; 
 (c) such Holder or Holders offer
and, if requested, provide to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense; 
 (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of such indemnity or security; and 
 (e) during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not
give the Trustee a direction inconsistent with the request. 
 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 6.7 Rights of Holders of Notes to
Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of
principal, premium, if any, and interest on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder. 
 SECTION 6.8 Collection Suit by Trustee.

 If an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorized
to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 SECTION 6.9 Trustee May File Proofs of Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  

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 SECTION 6.10 Priorities. 
 Subject to the terms of the Security Documents, any money collected by the Trustee (or received by the Trustee from the Collateral Agent
under any Security Documents) pursuant to this Article VI and any money or other property distributable in respect of the Company’s obligations under this Indenture after an Event of Default shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid: 
 First: to the Trustee (including any predecessor Trustee) and Collateral
Agent, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Trustee or Collateral Agent and the costs and expenses
of collection; 
 Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if
any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest respectively; and 
 Third: to the Issuer or to such party as a court of competent jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 
 SECTION 6.11 Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10%
in principal amount of the then outstanding Notes. 
 ARTICLE VII 
 TRUSTEE 
 SECTION 7.1 Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture and the Security Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall be under a duty to examine the certificates and opinions
specifically required to be furnished to it to determine whether

  

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or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts or conclusions stated
therein). 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraphs
(b) or (e) of this Section 7.1; 
 (ii) the Trustee shall not be liable for any error of judgment
made in good faith by an officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof or otherwise in
accordance with the direction of the Holders of a majority in principal amount of outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee or the Collateral Agent, under this Indenture or the Security Documents. 
 (d) Whether or not
therein expressly so provided, every provision of this Indenture or any provision of any Security Document that in any way relates to the Trustee or the Collateral Agent is subject to Sections 7.1 and 7.2 hereof. 
 (e) No provision of this Indenture or the Security Documents shall require the Trustee or the Collateral Agent to expend or risk its own
funds or incur any liability. The Trustee and the Collateral Agent shall be under no obligation to exercise any of their rights and powers under this Indenture or the Security Documents at the request of any Holders, unless such Holder shall have
offered to the Trustee and/or the Collateral Agent, as applicable, security and indemnity satisfactory to it against any loss, liability or expense which might be incurred by it in compliance with such request or direction. 
 (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 7.2
Rights of Trustee. 
 (a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from
acting on 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 any such document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the Trustee shall be
fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance on the advice or opinion of such counsel or on any Opinion of Counsel. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or
agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any

  

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action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or a
Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor. 
 (f) The Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security and indemnity reasonably satisfactory to
the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 
 (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or documents, 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 during normal business hours the books, records and premises of the Company or any Guarantor, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation. 
 (h) The rights, privileges, protections and
benefits given to the Trustee, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under
any Security Document (including the Collateral Agent). 
 (i) The Trustee may request that the Company 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 right of the Trustee to take or refrain from taking any actions enumerated in this Indenture or any Security Document shall not be construed as a duty. 
 SECTION 7.3 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 and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 SECTION 7.4 Trustee’s Disclaimer. 
 Neither the Trustee nor the Collateral Agent shall be responsible for
or make any representation as to the validity or adequacy of this Indenture or the Notes, or the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession actually received by it in
accordance with the terms hereof) for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Second Priority Lien, and neither shall be accountable for the
Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, neither shall 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, any statement or recital in any document in connection with the sale of the Notes or pursuant to this Indenture other
than the Trustee’s certificate of authentication on the Notes. 
  

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 SECTION 7.5 Notice of Defaults. 
 If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
a notice of the Default within 90 days after knowledge by the Trustee. Except in the case of a Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good
faith determines that withholding the notice is in the interests of the Holders. 
 SECTION 7.6 Reports by Trustee to Holders
of the Notes. 
 Within 60 days after each October 1 beginning with the October 1, 2010, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports as required by TIA § 313(c). 
 SECTION 7.7 Compensation and Indemnity. 
 The Issuer shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a separate fee agreement. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to
the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and the Collateral Agent (which for purposes of this Section 7.7 shall include its officers, directors, stockholders,
employees and agents) against any and all claims, damage, losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of
enforcing this Indenture against the Issuer (including this Section 7.7) and defending itself against any claim (whether asserted by the Issuer or any Holder or any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder except to the extent any such loss, claim, damage, liability or expense may be attributable to its negligence or willful misconduct. The Trustee (or the Collateral Agent, as the case may be) shall notify the
Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee (or the Collateral Agent, as the case may be) to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim
and the Trustee (or the Collateral Agent, as the case may be) shall cooperate in the defense. The Trustee (or the Collateral Agent, as the case may be) may have separate counsel and the Issuer shall pay the reasonable fees and expenses of one such
counsel. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 
 The obligations of the Issuer and the Guarantors under this Section 7.7 shall survive the satisfaction and discharge or termination for any reason of this Indenture or the resignation or removal of the Trustee or the Collateral Agent.

 To secure the Issuer’s and the Guarantors’ obligations in this Section 7.7, the Trustee and the Collateral
Agent shall have a Lien prior to the Notes on all money or property held or collected by the Trustee or the Collateral Agent, except that held in trust to pay principal or interest, if any, on particular Notes. Such Lien shall survive the
satisfaction and discharge or termination for any reason of this Indenture and the resignation or removal of the Trustee or the Collateral Agent. 
 In addition, and without prejudice to the rights provided to the Trustee and the Collateral Agent under any of the provisions of this Indenture, when the Trustee or the Collateral Agent incurs expenses or
renders services after an Event of Default specified in Section 6.1(8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law. 
  

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 “Trustee” for the purposes of this Section 7.7 shall include any
predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder or under any Security Document; provided, however, that the negligence, willful misconduct or
bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 
 The Trustee shall comply with
the provisions of TIA § 313(b)(2) to the extent applicable. 
 SECTION 7.8 Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.8. 
 The Trustee may resign in writing at any time
and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may
remove the Trustee if: 
 (a) the Trustee fails to comply with Section 7.10 hereof; 
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law; 
 (c) a Custodian or public officer takes charge of the Trustee or its property; or

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

 If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and the duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Issuer’s obligations under and the Lien provided for in Section 7.7 hereof shall continue for the benefit of the retiring Trustee. 
 SECTION 7.9 Successor Trustee by Merger, Etc. 
 If the Trustee or any Agent
consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee or any Agent, as applicable. 
  

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 SECTION 7.10 Eligibility; Disqualification. 
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trust power and that is subject to supervision or examination by federal or state authorities. The Trustee together with its Affiliates shall at all times have
a combined capital surplus of at least $50.0 million as set forth in its most recent annual report of condition. 
 This
Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b) including the provision in § 310(b)(1); provided that there
shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer or the Guarantors are outstanding if the
requirements for exclusion set forth in TIA § 310(b)(1) are met. 
 SECTION 7.11 Preferential Collection of Claims
Against the Issuer. 
 The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
 SECTION 7.12 Trustee’s Application for Instructions from the Issuer. 
 Any application by the Trustee for written instructions from the Issuer may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after
which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in
such application (which date shall not be less than twenty Business Days after the date any officer of the Issuer actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking
any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 
 SECTION 7.13 Limitation of Liability. 
 In no event shall the Trustee, in its capacity as such or as Collateral Agent, Paying Agent or Registrar or in any other capacity hereunder, be liable under or in connection with this Indenture for
indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless
of the form of action in which such damages are sought. The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or
software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. The provisions of this Section 7.13 shall survive satisfaction and discharge or the termination for any reason of this
Indenture and the resignation or removal of the Trustee. 
 SECTION 7.14 Collateral Agent. 
 The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to,
and shall be enforceable by, the Collateral Agent as if the Collateral Agent were named as the Trustee herein and the Security Documents were named as this Indenture herein. 
 SECTION 7.15 Co-Trustees; Separate Trustee; Collateral Agent. 
 At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be
located, the Issuer, the Collateral Agent and the Trustee shall have power to appoint, and, upon the written request of (i) the Trustee or the Collateral Agent or (ii) the holders of at least 25% of the

  

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outstanding principal amount at maturity of the Notes, the Issuer shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent of any such
property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other
provisions of this Section 7.15. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee or the Collateral Agent
alone shall have power to make such appointment. 
 Should any written instrument from the Issuer be requested by any co-trustee
or separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on
request of such co-trustee or separate trustee or separate collateral agent, be executed, acknowledged and delivered by the Issuer. 
 Any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent shall agree in writing to be and shall be subject to the provisions of the applicable Security Documents as if it were the Trustee
thereunder (and the Trustee shall continue to be so subject). 
 Every co-trustee or separate trustee or co-collateral agent,
sub-collateral agent or separate collateral agent shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely: 
 (a) The Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of
the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee. 
 (b) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property
covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, or by the Trustee and such co-collateral agent, sub-collateral agent or
separate collateral agent jointly as shall be provided in the instrument appointing such co-trustee, separate trustee or separate collateral agent, except to the extent that under any law of any jurisdiction in which any particular act is to be
performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee, separate trustee or co-collateral agent, sub-collateral
agent or separate collateral agent. 
 (c) The Trustee at any time, by an instrument in writing executed by it,
with the concurrence of the Issuer evidenced by a Board Resolution, may accept the resignation of or remove any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent appointed under this
Section 7.15, and, in case an Event of Default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate
collateral agent without the concurrence of the Issuer. Upon the written request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate
such resignation or removal. A successor to any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent so resigned or removed may be appointed in the manner provided in this Section 7.15.

 (d) No co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent
hereunder shall be liable by reason of any act or omission of the Trustee, or any other such trustee, co-trustee, separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent hereunder. 
 (e) The Trustee shall not be liable by reason of any act or omission of any co-trustee, separate trustee, co-collateral
agent, sub-collateral agent or separate collateral agent. 
  

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 (f) Any act of holders delivered to the Trustee shall be deemed to have been
delivered to each such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent, as the case may be. 
 ARTICLE VIII 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 SECTION 8.1 Option to Effect Legal Defeasance or Covenant Defeasance. 
 The Issuer may, at the option of its Board of Directors evidenced by a Board Resolution set forth in an Officers’ Certificate, at any
time, elect to have either Section 8.2 or 8.3 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. 
 SECTION 8.2 Legal Defeasance. 
 Upon the Issuer’s exercise under
Section 8.1 hereof of the option applicable to this Section 8.2, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “legal defeasance”). For this purpose, legal defeasance means that the Issuer shall be deemed to have paid and discharged the entire Debt
represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due
from the trust referred to in Section 8.4(l); (b) the Issuer’s obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of
the Trustee, including under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (e) the provisions of this Article VIII. Subject
to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof. 
 SECTION 8.3 Covenant Defeasance. 
 Upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Issuer shall, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be released from its obligations under the covenants contained in Sections 4.3, 4.4, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.14, 4.15, 4.17, 4.18, 4.19, 4.20 and 5.1 hereof with respect to the outstanding Notes on and after the
date the conditions set forth below are satisfied (hereinafter, “covenant defeasance” and, together with legal defeasance, “defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the
purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, covenant defeasance means that, with respect to the outstanding Notes, the Issuer or any of its Subsidiaries 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 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(3),
(4), (5), (6), (7) and (9) hereof shall not constitute Events of Default. 
  

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 SECTION 8.4 Conditions to Legal Defeasance or Covenant Defeasance. 
 The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes: 
 In order to exercise either legal defeasance or covenant defeasance: 
 (1) the Issuer must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (A) money in an amount, or (B) U.S. government obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire
indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Issuer has made irrevocable 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) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; 
 (2) in the case of legal defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that
(A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case
(A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, legal defeasance and
discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, legal defeasance and discharge were not to
occur; 
 (3) in the case of covenant defeasance, the Issuer shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be
subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur; 
 (4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of
such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing); 
 (5) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the
meaning of the TIA (assuming all Notes are in default within the meaning of the TIA); 
 (6) such legal
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is
bound; and 
 (7) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with and such legal or covenant defeasance is authorized and permitted by the terms hereof. 
  

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 Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with
respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. 
 SECTION 8.5 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.6 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Company or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become
due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to
Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 
 Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the
written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent legal defeasance or covenant defeasance. 
 SECTION 8.6 Repayment to Issuer.

 Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the
principal of, premium, if any, or interest, if any, on any Note and remaining unclaimed for one year after such principal and premium, if any, or interest has become due and payable shall be paid to the Issuer on its written request or (if then held
by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, 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 and 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
8.7 Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S.
government obligations in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the
obligations of the Issuer under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its
obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment `from the money held by the Trustee or Paying Agent. 
  

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 SECTION 8.8 Discharge. 
 The Issuer and the Guarantors may terminate the obligations under this Indenture (a “Discharge”) when: 
 (1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation,
or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount
sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; 
 (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer;

 (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material
instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; 
 (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case
may be; and 
 (5) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with and that such Discharge is authorized and permitted by the terms hereof and the Security
Documents. 
 The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes.
Such legal defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for: 
 (1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on
such Notes when payments are due, 
 (2) the Issuer’s obligations with respect to such Notes concerning
issuing temporary Notes, registration of 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, 
 (4) the Company’s right of optional redemption, and 
 (5) the defeasance provisions of this Indenture. 
 ARTICLE IX 
 AMENDMENT, SUPPLEMENT AND WAIVER 
 SECTION 9.1 Without Consent of Holders of the Notes. 
 Subject to Section 5.3(a) of the Intercreditor Agreement and notwithstanding Section 9.2 of this Indenture, without the consent of any Holders, the Issuer, the Guarantors and the Trustee, at any
time and from time to time,

  

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may enter into one or more indentures supplemental to this Indenture, the Guarantees and the Security Documents for any of the following purposes: 
 (1) to evidence the succession of another Person to the Company or any Guarantor and the assumption by any such successor of
the covenants of the Company or such Guarantor in this Indenture, the Guarantees, the Security Documents and the Notes; 
 (2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer; 
 (3) to add additional Events of Default; 
 (4) to provide for
uncertificated Notes in addition to or in place of the Certificated Notes; 
 (5) to evidence and provide for the
acceptance of appointment under this Indenture and the Security Documents by a successor Trustee or Collateral Agent; 
 (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; 
 (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in accordance with this Indenture; 
 (8) to cure any ambiguity, defect, omission, mistake or inconsistency; 
 (9) to make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect,
as determined in good faith by the Board of Directors of the Company; 
 (10) to conform the text of this
Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an
unintended conflict with the description of the corresponding provision in the “Description of Notes”; 
 (11) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any
portion of the Second Lien Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent
pursuant to this Indenture, any of the Security Documents or otherwise; 
 (12) to release Collateral from the
Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or 
 (13) to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the same in the Intercreditor Agreement. 
 SECTION 9.2 With Consent of Holders of Notes. 
 Subject to Section 5.3(a) of the Intercreditor Agreement, with the consent of (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the
Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including the definitions herein, and (ii) the holders of not less than a majority in aggregate principal
amount of

  

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the outstanding Notes and the Permitted Additional Pari Passu Obligations, voting as one class, the Issuer, the Guarantors and the Trustee may amend or otherwise modify in any manner the Security
Documents or the obligations thereunder; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Note affected thereby: 
 (1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in
respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or
currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to
redemption or reduce the Redemption Price therefor, 
 (2) reduce the percentage in aggregate principal amount of
the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, 
 (3) modify the obligations of the Company to
make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Excess Loss Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control, Asset Sale or Event of Loss, as
applicable, 
 (4) subordinate, in right of payment, the Notes to any other Debt of the Company, 
 (5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except
to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or 
 (6) release any Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this
Indenture). 
 In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security
Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes other than in accordance with this Indenture and the Security Documents or modifying the Intercreditor Agreement in any manner
adverse in any material respect to the Holders of the Notes will require the consent of the holders of at least 66 2/3% in aggregate principal amount of the Notes and Permitted Additional Pari Passu Obligations then outstanding, voting as one class. 
 The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes
waive any past default under this Indenture and its consequences, except a default: 
 (1) in any payment in
respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or 
 (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent
of the Holder of each outstanding Note affected. 
 SECTION 9.3 Revocation and Effect of Consents. 
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and
every subsequent Holder of that Note or portion of the Note that evidences the

  

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same debt as the consenting Holder’s Note, even if notation of the consent is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. When an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder.

 The Issuer may, but shall not be obligated to, fix a record date for determining which Holders consent to such amendment,
supplement or waiver. If the Issuer fixes a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished for the Trustee prior
to such solicitation pursuant to Section 2.5 hereof or (ii) such other date as the Issuer shall designate. 
 SECTION
9.4 Notation on or Exchange of Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or
waiver. 
 After any amendment, supplement or waiver becomes effective, the Company shall mail to Holders a notice briefly
describing such amendment, supplement or waiver. The failure to give such notice shall not affect the validity and effect of such amendment, supplement or waiver. 
 SECTION 9.5 Trustee to Sign Amendments, Etc. 
 The Trustee shall sign any
amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer and the Guarantors may not sign an amendment
or supplemental indenture until their respective Boards of Directors approve it. In signing or refusing to sign any amendment or supplemental indenture the Trustee shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully
protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture, that all conditions precedent thereto have been
met or waived and that such amendment or supplemental indenture is not inconsistent herewith. 
 ARTICLE X 
 SECURITY 
 SECTION
10.1 Security Documents; Additional Collateral. 
 (a) Security Documents. In order to secure the due and punctual
payment of the Second Lien Obligations, the Company, the Guarantors, the Collateral Agent and the other parties thereto have simultaneously with the execution of this Indenture entered or, in accordance with the provisions of Section 4.18,
Section 4.20 and this Article X will enter into the Security Documents. 
 (b) Post-Closing Collateral. The
Issuer and the Guarantors will take the actions required by Section 4.11 (Post-Closing Collateral Matters) of the Security Agreement. 
 SECTION 10.2 Recording, Registration and Opinions. 
 (a) To the extent
applicable, the Company will comply with the provisions of TIA §314(b), relating to reports, and, following qualification of this Indenture under the TIA (if required), §314(d). Any certificate or opinion required by TIA §314(d) may
be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Following the
qualification of this Indenture

  

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pursuant to the TIA, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2) (as determined by the Company), the Company will furnish
such opinion prior to each December 1. For the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be required to comply with §314(d) of the TIA. 
 (b) Any release of Collateral permitted or required by Section 10.3 hereof or the Security Documents will be deemed not to impair the
Liens under this Indenture and the Security Documents in contravention thereof and any Person that is required to deliver a certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security
Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and opinion. 
 SECTION 10.3 Releases of Collateral.

 The Liens securing the Notes and the Guarantees will, automatically and without the need for any further action by any Person
be released: 
 (a) in whole or in part, with the consent of the requisite holders in accordance with
Article IX, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes: 
 (b) in whole, upon: 
 (i) Discharge of this Indenture under
Section 8.8 hereof; or 
 (ii) a legal defeasance or covenant defeasance of this Indenture under
Article VIII hereof; 
 (iii) upon payment in full of principal, interest and all other Obligations
on the Notes issued under this Indenture; 
 (c) in part, as to any asset constituting Collateral: 
 (i) that is sold or otherwise disposed of by the Company or any of the Guarantors (other than any such sale to the Company or
a Guarantor) in a transaction permitted under Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset
securing the First Lien Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released; 
 (ii) that is cash withdrawn from deposit accounts for any purpose not prohibited under this Indenture or the Security
Documents; 
 (iii) that is a Capital Interest of a Subsidiary of the Company to the extent necessary for such
Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the Exchange Act, due to the fact that such Subsidiary’s Capital Interest secures the Notes or Guarantees, to file separate financial
statements with the Commission (or any other governmental agency); 
 (iv) that is used to make a Restricted
Payment or Permitted Investment permitted by this Indenture; 
 (v) that becomes an Excluded Property; or

  

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 (vi) that is otherwise released in accordance with, and as expressly
provided for in accordance with, this Indenture and the Security Documents. 
 SECTION 10.4 Form and Sufficiency of
Release. 
 In the event that either the Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to
sell, exchange or otherwise dispose of any portion of the Collateral that, under the terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the Issuer or such Guarantor requests the Trustee to
furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon receipt of an Officers’ Certificate and Opinion of Counsel to the effect that
such release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such release is being made (upon which the Trustee may exclusively and conclusively rely), the Trustee shall execute, acknowledge and
deliver to the Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Issuer, and providing for release without recourse and shall take such other action as the Issuer or such
Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the
Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been
complied with. 
 The Issuer shall deliver an Officers’ Certificate to the Collateral Agent within 30 calendar days
following the end of each six-month period beginning on each interest payment date, to the effect that all such releases and withdrawals during the preceding six-month period (or since the Issue Date, in the case of the first such Officers’
Certificate) as described in Section 10.3(a)(ii), were not prohibited by this Indenture. 
 SECTION 10.5 Possession and
Use of Collateral. 
 Subject to the provisions of the Security Documents, the Company and the Guarantors shall have the
right to remain in possession and retain exclusive control of and to exercise all rights with respect to the Collateral (other than monies or U.S. government obligations deposited pursuant to Article VIII, and other than as set forth in the
Security Documents and this Indenture), to operate, manage, develop, lease, use, consume and enjoy the Collateral (other than monies and U.S. government obligations deposited pursuant to Article VIII and other than as set forth in the
Security Documents and this Indenture), to alter or repair any Collateral so long as such alterations and repairs do not impair the Lien of the Security Documents thereon, and to collect, receive, use, invest and dispose of the reversions,
remainders, interest, rents, lease payments, issues, profits, revenues, proceeds and other income thereof. 
 SECTION 10.6
Purchaser Protected. 
 No purchaser or grantee of any property or rights purporting to be released shall be bound to
ascertain the authority of the Trustee to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority so long as the conditions set forth in Section 10.4 have been satisfied.

 SECTION 10.7 Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents. 
 In acting hereunder and under the Security Documents, the Holders, the Issuer and the Guarantors agree that the Collateral Agent shall be
entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Agent. Furthermore, each holder of a Note, by accepting such Note, appoints The Bank
of New York Mellon Trust Company, N.A. as its collateral agent, and consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Security Documents in each of its
capacities thereunder. 
  

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 SECTION 10.8 Authorization of Receipt of Funds by the Trustee Under the Security
Agreement. 
 Subject to the terms of the Intercreditor Agreement, the Trustee is authorized to receive any funds for the
benefit of Holders distributed under the Security Documents to the Trustee, to apply such funds as provided in this Indenture and the Security Documents. 
 SECTION 10.9 Powers Exercisable by Receiver or Collateral Agent. 
 In case
the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article X upon the Issuer or any Guarantor, as applicable, with respect to the release, sale or other disposition of such
property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or any Guarantor, as applicable, or of any officer or officers thereof
required by the provisions of this Article X. 
 SECTION 10.10 Appointment and Authorization of The Bank of New York
Mellon Trust Company, N.A. as Collateral Agent. 
 (a) The Bank of New York Mellon Trust Company, N.A. is hereby designated
and appointed as the Collateral Agent of the Holders under the Security Documents, and is authorized as the Collateral Agent for such Holders to execute and enter into each of the Security Documents and all other instruments relating to the Security
Documents and (i) to take action and exercise such powers as are expressly required or permitted hereunder and under the Security Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such
duties as are in each case, expressly delegated to the Collateral Agent by the terms hereof and thereof together with such other powers as are reasonably incidental hereto and thereto. 
 (b) Notwithstanding any provision to the contrary elsewhere in this Indenture or the Security Documents, the Collateral Agent shall not have
any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Indenture or any Security Document or otherwise exist against the Collateral Agent. 
 (c) The Collateral Agent may consult with
counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security
Documents in good faith and in accordance with the advice or opinion of such counsel. 
 ARTICLE XI 
 [RESERVED] 
 ARTICLE
XII 
 NOTE GUARANTEES 
 SECTION 12.1 Note Guarantees. 
 (a) Each Guarantor hereby jointly and
severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder,
that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including the amount that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the
Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other
obligations, the same shall be paid

  

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in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantees shall be a guarantee
of payment and not of collection. 
 (b) Each Guarantor hereby agrees that its 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 Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. 
 (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged as
to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or
premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the
terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to
enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and
remedies been permitted to be exercised by the Trustee or any of the Holders. 
 (d) If any Holder or the Trustee is required by
any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the
Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any
Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. 
 (e) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article
VI hereof for the purposes of the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Note Guarantee of such Guarantor. 

SECTION 12.2 Execution and Delivery of Note Guarantee. 
 To evidence its Note Guarantee set forth in Section 12.1, each Guarantor agrees that a notation of such Note Guarantee substantially in
the form attached hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an
officer is not available, by a board member, director or member, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such
notation of Note Guarantee shall cease to be such Officer, board member, director or member before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be
authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director or member. 
 Each Guarantor agrees that its Note Guarantee set forth in Section 12.1 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation
of such Note Guarantee.

  

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The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantors.

 The failure to endorse a Note Guarantee shall not affect or impair the validity thereof. 
 SECTION 12.3 Severability. 
 In case any provision of any Note 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. 
 SECTION 12.4 Limitation of Guarantors’ Liability. 
 Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the Note Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law
relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum
amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor 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 its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance. 
 SECTION 12.5 Guarantors May Consolidate, Etc., on Certain Terms. 
 A Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether
or not such Guarantor is the surviving Person) another Person unless: 
 (1) immediately after giving effect to
such transactions, no Default or Event of Default exists; and 
 (2) either: 
 (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such
consolidation or merger assumes all the obligations of that Guarantor under this Indenture pursuant to a supplemental indenture satisfactory to the Trustee; or 
 (B) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the provisions
of Section 4.10 hereof; and 
 (3) the Company delivers, or causes to be delivered, to the Trustee an
Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, consolidation or merger complies with the requirements of this Indenture. 
 In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor
Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the
Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. 
 Except as set forth in Articles IV and V hereof, and notwithstanding clauses (1) and (2) above, nothing contained in
this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into

  

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the Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

 SECTION 12.6 [Intentionally Omitted]. 
 SECTION 12.7 Release of a Guarantor. 
 The Note Guarantee of a Guarantor
will be automatically and unconditionally released: 
 (a) in the event of a sale or other transfer (including by
way of consolidation or merger) of Capital Interests in such Guarantor in compliance with Section 4.10 following which such Guarantor ceases to be a Subsidiary; 
 (b) upon the designation of such Guarantor as an Unrestricted Subsidiary in compliance with Section 4.19; or 

(c) in connection with a Discharge, legal defeasance or covenant defeasance in compliance with Article VIII.

 Any Guarantor not so released shall remain liable for the full amount of principal and interest on the Noted as provided in
its Note Guarantee. 
 SECTION 12.8 Benefits Acknowledged. 
 Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture
and that its guarantee and waivers pursuant to its Note Guarantee are knowingly made in contemplation of such benefits. 
 SECTION 12.9 Future Guarantors. 
 Each Person that is required to become a Guarantor after the Issue Date
pursuant to Section 4.18 shall promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Person shall become a Guarantor. Concurrently with the execution and delivery of such supplemental indenture, the Company
shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that such supplemental indenture has been duly authorized, executed
and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee
may reasonably request. 
 ARTICLE XIII 
 MISCELLANEOUS 
 SECTION 13.1 Trust Indenture Act Controls 
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall
control. 
 SECTION 13.2 Notices. 
 Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others address: 
  

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 If to the Issuer or any Guarantor: 
  

			
	Salem Communications Corporation
	4880 Santa Rosa Road
	Camarillo, CA 93012
	Facsimile:	  	(805) 384-4505
	Attention:	  	Christopher J. Henderson, General Counsel

 With a copy to: 
  

			
	Gibson, Dunn & Crutcher LLP
	3161 Michelson Drive
	Irvine, CA 92612
	Facsimile:	  	(949) 475-4648
	Attention:	  	Thomas D. Magill, Esq.

 If to the Trustee: 
  

			
	The Bank of New York Mellon Trust Company, N.A.
	700 South Flower Street, Suite 500
	Los Angeles, California 90017
	Facsimile:	  	213-630-6298
	Attention:	  	Corporate Unit

 The Issuer, the Guarantors and the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications. 
 All notices and communications (other than those
sent to Holders and the Trustee) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier promising next Business Day delivery. All notices and communications to the Trustee shall only be deemed to have been duly given upon
receipt by a Responsible Officer of the Trustee. 
 Any notice or communication to a Holder shall be mailed by first class mail
or by overnight air courier promising next Business Day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent
required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed or delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or
communications given to the Trustee, which shall be effective only upon actual receipt. 
 If the Issuer mails a notice or
communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 
 The Trustee agrees to accept
and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that, the Trustee shall have received an incumbency certificate
listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced on or before delivery of any such instructions or
directions whenever a person is to be added or deleted from the listing. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon
such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or

  

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expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a
subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including the risk of the Trustee acting
on unauthorized instructions, and the risk or interception and misuse by third parties. 
 SECTION 13.3 Communication by
Holders of Notes with Other Holders of Notes. 
 Holders may communicate pursuant to TIA § 312(b) with other
Holders with respect to their rights under this Indenture, the Security Documents or the Notes. The Issuer, the Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 SECTION 13.4 Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuer to the Trustee to take any action under this Indenture (other than the initial issuance of the
Notes), the Issuer shall furnish to the Trustee upon request: 
 (a) an Officers’ Certificate (which shall
include the statements set forth in Section 13.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

 (b) an Opinion of Counsel (which shall include the statements set forth in Section 13.5 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 SECTION 13.5
Statements Required in Certificate or Opinion. 
 Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include: 
 (a) a statement that the Person making such
certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or
condition has been satisfied; and 
 (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied. 
 SECTION 13.6 Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions. 
 SECTION 13.7 No Personal Liability of Directors, Officers, Employees and
Stockholders. 
 No director, officer, employee, stockholder, general or limited partner, member or incorporator, past,
present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the Notes, any Note Guarantee or this Indenture by reason of his, her or its status
as such director, officer, employee, stockholder, general or limited partner, member or incorporator. 
  

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 SECTION 13.8 Governing Law. 
 THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES, IF ANY. The parties
to this Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the
Notes, the Note Guarantees or this Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to
the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 SECTION 13.9 No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 SECTION 13.10
Successors. 
 All agreements of the Issuer and the Guarantors in this Indenture and the Notes and the Note Guarantees, as
applicable, shall bind their respective successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and assigns. 
 SECTION 13.11 Severability. 
 In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 13.12 Counterpart Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 SECTION 13.13 Table of Contents, Headings, Etc. 
 The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this
Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 SECTION 13.14 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 agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 13.14. 
  

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 (b) The fact and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to
such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. 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 which the Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the Holder list maintained under Section 2.5 hereunder. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of 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 anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance
thereon, whether or not notation of such action is made upon such Note. 
 (e) If the Issuer shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 
 SECTION 13.15 Intercreditor Agreement. 
 The Trustee, the Collateral Agent and the Holders are bound by the terms of the Intercreditor Agreement and the other Security Documents. 
 [Signatures on following page] 
  

 -79- 







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

			
	SALEM COMMUNICATIONS CORPORATION
		
	By:	 	 /s/ Christopher J. Henderson

		 	Name: Christopher J. Henderson
		 	Title: Vice President and Secretary









			
	INSPIRATION MEDIA OF TEXAS, LLC
	ONEPLACE, LLC
	SALEM MEDIA GROUP, LLC
	SALEM MEDIA OF ILLINOIS, LLC
	SALEM MEDIA OF NEW YORK, LLC
	SALEM RADIO OPERATIONS, LLC
	SALEM SATELLITE MEDIA, LLC
	 SCA-PALO ALTO, LLC
 as Guarantors

		
	By:	 	 SCA LICENSE CORPORATION
 as
Managing Member

		
	By:	 	 /s/ Christopher J. Henderson

		 	Name: Christopher J. Henderson
		 	Title: Vice President and Secretary
	
	BISON MEDIA, INC.
	CARON BROADCASTING, INC.
	CCM COMMUNICATIONS, INC.
	COMMON GROUND BROADCASTING, INC.
	INSPIRATION MEDIA, INC.
	NEW INSPIRATION BROADCASTING COMPANY, INC.
	NI ACQUISITION CORP.
	PENNSYLVANIA MEDIA ASSOCIATES, INC.
	REACH SATELLITE NETWORK, INC.
	SALEM COMMUNICATIONS HOLDING CORPORATION
	SALEM CONSUMER PRODUCTS, INC.
	SALEM INVESTMENT CORPORATION
	SALEM MEDIA OF COLORADO, INC.
	SALEM MEDIA OF HAWAII, INC.
	SALEM MEDIA OF KENTUCKY, INC.
	SALEM MEDIA OF OHIO, INC.
	SALEM MEDIA OF OREGON, INC.
	SALEM MEDIA OF TEXAS, INC.
	SALEM MEDIA OF VIRGINIA, INC.
	SALEM MEDIA REPRESENTATIVES, INC.
	SALEM RADIO NETWORK INCORPORATED
	SALEM RADIO PROPERTIES, INC.
	SCA LICENSE CORPORATION
	SCHC LUBBOCK APPLICATION, INC.
	SOUTH TEXAS BROADCASTING, INC.
	 SRN NEWS NETWORK, INC.
 as Guarantors

		
	By:	 	 /s/ Christopher J. Henderson

		 	Name: Christopher J. Henderson
		 	Title: Vice President and Secretary


  

 -2- 








			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ John (Alex) Briffett

		 	Name: John (Alex) Briffett
		 	Title: Authorized Signatory


  

 -3- 







 EXHIBIT A 
 FORM OF 9.625% SENIOR SECURED SECOND LIEN NOTE 
 (Face of 9.625% Senior Secured
Second Lien Note) 
 9.625% Senior Secured Second Lien Notes due 2016 
 [Global Note Legend] 
 THIS NOTE IS A GLOBAL NOTE
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SALEM COMMUNICATIONS CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE. 
 [Restricted Note Legend] 
 THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (5) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS) AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 
  

 A-1 







 SALEM COMMUNICATIONS CORPORATION 
 9625% SENIOR SECURED SECOND LIEN NOTE DUE 2016 
  

			
	No.	  	INITIAL NOTES CUSIP:
		  	144A: 794093 AE4
		  	Reg S: U78735 AA2
		  	INITIAL NOTES ISIN:
		  	144A: US794093AE42
		  	Reg S: USU78735AA25

 Salem Communications Corporation promises to pay to Cede & Co. or registered
assigns, the principal sum of [            ($    )] [            ($    )] on
December 15, 2016. 
 Interest Payment Dates: June 15 and December 15, beginning June 15, 2010 

Record Dates: June 1 and December 1 
 Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this
Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
  

 A-2 








			
	SALEM COMMUNICATIONS CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


  

 A-3 







 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 This is one of the 9.625% Senior Secured Second Lien Notes 
 referred to in the within-mentioned
Indenture: 
 Dated: [            ], 2009 

			
	
	 THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., not in its individual capacity, but solely as
Trustee

		
	By:	 	  

		 	Authorized Signatory

  

 A-4 







 (Reverse of 9.625% Senior Secured Second Lien Note) 
 9.625% Senior Secured Second Lien Notes due 2016 
 SALEM COMMUNICATIONS CORPORATION 
 Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 (1) Interest. 
 (a) Salem Communications Corporation, a Delaware corporation (“Salem”), promises to pay interest on the principal amount of
this Note (the “Notes”) at the rate of 9.625% per annum. Salem will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on June 15 and December 15, commencing on
June 15, 2010, 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 (including any Additional Interest, if any) shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from and including December 1, 2009. Salem shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to 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. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general application. 
 (b) Registration Rights
Agreement. The Holder of this Note is entitled to the benefits of a Registration Rights Agreement, dated as of December 1, 2009, among the Issuer, the Guarantors party thereto and the Initial Purchasers.1 
 (2) Method of Payment. Salem will pay interest on the Notes (except defaulted interest) on the applicable Interest Payment Date to
the Persons who are registered Holders of Notes at the close of business on the June 1 and December 1 preceding the Interest Payment Date, even if such Notes are cancelled 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. The Notes shall be payable as to principal, premium and interest at the office or agency of Salem maintained for such purpose within or without the City and
State of New York, or, at the option of Salem, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall
be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided written wire transfer instructions to Salem and 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. 
 Any payments of principal of and interest on this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon. The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes. 

 

	1	To be included only in the Initial Notes on the Issue Date and any Additional Notes that bear the Restricted Notes Legend. 

  

 A-5 







 (3) Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company,
N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. Salem may change any Paying Agent or Registrar without notice to any Holder. Salem or any of its Restricted Subsidiaries may act in any such capacity. 
 (4) Indenture. Salem issued the Notes under an Indenture, dated as of December 1, 2009 (the “Indenture”), among
Salem, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (U.S. Code §§ 77aaa-77bbbb) (the
“TIA”). To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement
of such terms. The Notes issued on the Issue Date are senior Obligations of Salem limited to $300,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Notes as set forth in Paragraph 2
hereof. The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions. 
 The payment of
principal and interest on the Notes is unconditionally guaranteed on a senior basis by the Guarantors. 
 (5) Optional
Redemption. 
 (a) The Notes may be redeemed, in whole or in part, at any time prior to December 15, 2013, at the option
of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest, 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).

 (b) The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after
December 15, 2013, upon not less than 30 nor more than 60 days’ notice at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but
not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date), if redeemed during the 12-month period beginning December 15 of the years
indicated: 
  

				
	 Year
	  	Percentage	 
		
	 2013
	  	104.813	% 
		
	 2014
	  	102.406	% 
		
	 2015 and thereafter
	  	100.000	% 

 (c) At any time, or from time to time, prior to December 15, 2012, the Company
may, with the net proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 109.625% of the principal amount of thereof, together
with accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any
such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Equity Offering. 
 (d) In addition, prior to December 15, 2013, the Company may redeem up to an aggregate $30 million of the Notes in any 12-month period,
in connection with up to two redemptions in such 12-month period, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price of 103% of the principal
amount thereof, plus accrued and unpaid interest to the redemption date. 
  

 A-6 







 (6) Mandatory Redemption. Except as set forth under Sections 4.10, 4.14 and 4.16 of
the Indenture, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 (7) Repurchase at Option of Holder. 
 (a) Upon the occurrence of certain events, the Company may be required to
commence an Offer to Purchase pursuant to an Asset Sale Offer, Event of Loss Offer or a Change of Control Offer. 
 (b) Holders
of the Notes that are the subject of an Offer to Purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale Offer, Event of Loss Offer or a Change of Control Offer from Salem prior to any related Purchase Date and may elect to
have such Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below. 
 (8)
Notice of Redemption. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than
$2,000 may be redeemed in part but only in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess thereof), unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date, interest
ceases to accrue on the Notes or portions hereof called for redemption. 
 (9) Denominations, Transfer, Exchange. The
Notes are in registered form without coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The transfer of the Notes may be registered and the Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and Salem may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Salem need not
exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15
days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 
 (10) Persons Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes. 
 (11) Amendment, Supplement and Waiver. Subject to the following paragraphs, the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes, and any existing Default or Event of Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a tender offer or exchange offer for the Notes.

 Without the consent of any Holders, Salem, the Guarantors and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental to the Indenture for any of the following purposes: 
 (1) to evidence the
succession of another Person to the Company or any Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor in the Indenture, the Guarantees, the Security Documents and in the Notes; 
 (2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein
conferred upon Salem; 
 (3) to add additional Events of Default; 
 (4) to provide for uncertificated Notes in addition to or in place of the Certificated Notes; 
  

 A-7 







 (5) to evidence and provide for the acceptance of appointment under the
Indenture and the Security Documents by a successor Trustee or Collateral Agent; 
 (6) to provide for or confirm
the issuance of Additional Notes in accordance with the terms of the Indenture; 
 (7) to add to the Collateral
Securing the Notes, to add a Guarantor or to release a Guarantor in accordance with the Indenture; 
 (8) to cure
any ambiguity, defect, omission, mistake or inconsistency; 
 (9) to make any other provisions with respect to
matters or questions arising under the Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the
Company; 
 (10) to conform the text of the Indenture, the Security Documents or the Notes to any provision of
the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision
in the “Description of Notes”; 
 (11) to mortgage, pledge, hypothecate or grant any other Lien in
favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Second Lien Obligations under the Indenture and the Notes, in any
property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security
Documents or otherwise; 
 (12) to release Collateral from the Lien of the Indenture and the Security Documents
when permitted or required by the Security Documents or the Indenture; or 
 (13) to secure any Permitted
Additional Pari Passu Obligations under the Security Documents and to appropriately include the same in the Intercreditor Agreement. 
 With the consent of (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, Salem, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the Indenture
(together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any manner the rights of the Holders
under the Indenture, including the definitions therein, and (ii) the holders of not less than a majority in aggregate principal amount of the outstanding Notes and the Permitted Additional Pari Passu Obligations, voting as one class, the
Issuer, the Guarantors and the Trustee may amend or otherwise modify in any manner the Security Documents or the obligations thereunder; provided, however, that no such supplemental indenture, modification or amendment shall, without
the consent of the Holder of each outstanding Note affected thereby: 
 (1) change the Stated Maturity of any
Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration
of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, 
 (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture, 
  


 A-8 







 (3) modify the obligations of the Company to make Offers to Purchase upon a
Change of Control or from the Excess Proceeds of Asset Sales or Excess Loss Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control, Asset Sale or Event of Loss, as applicable, 
 (4) subordinate, in right of payment, the Notes to any other Debt of the Company, 
 (5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except
to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or 
 (6) release any Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the
Indenture). 
 In addition, any amendment to, or waiver of, the provisions of the Indenture or any Security
Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes other than in accordance with this Indenture and the Security Documents or modifying the Intercreditor Agreement in any manner
adverse in any material respect to the Holders of the Notes will require the consent of the holders of at least 66 2/3% in aggregate principal amount of the Notes and Permitted Additional Pari Passu Obligations then outstanding, voting as one class. 
 The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes
waive any past default under the Indenture and its consequences, except a default: 
 (1) in any payment in
respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or 
 (2) in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent
of the Holder of each outstanding Note affected. 
 (12) Defaults and Remedies. Events of Default include: 
 (1) default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at
Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise); 
 (2) default in the
payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days; 
 (3) failure to perform or comply with the provisions described under Section 5.1 of the Indenture; 
 (4) except as permitted by the Indenture, (i) any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary), shall for any reason cease to be in full force and effect and enforceable in accordance with its terms (except as specifically provided in the Indenture) for a period of 30 days after written notice thereof by the trustee or the Holders
of 25% in principal amount of the outstanding Notes or (ii) the Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason be
asserted by any Guarantor or the Company not to be in full force and effect and enforceable in accordance with its terms; 
  

 A-9 







 (5) default in the performance, or breach, of any (i) covenant or
agreement of the Company or any Guarantor in the Indenture (other than (x) a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or (4) above or (y) a
covenant or agreement contained in Section 4.3), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to Salem by the Trustee or to Salem and the Trustee by the Holders of at least
25% in aggregate principal amount of the outstanding Notes or (ii) any covenant or agreement contained in Section 4.3 and continuance of such default or breach for a period of 120 days after written notice thereof has been given to the
Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; 
 (6) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a
principal or similar amount outstanding of at least $15.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express
maturity or shall constitute a failure to pay at least $15.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto; 
 (7) the entry against the Company or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary) of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $15.0 million, by a court or courts of competent jurisdiction,
which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; 
 (8) (i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or
within the meaning of any Bankruptcy Law: 
 (a) commences a voluntary case, 
 (b) consents to the entry of an order for relief against it in an involuntary case, 
 (c) consents to the appointment of a Custodian of it or for all or substantially all of its property, 
 (d) makes a general assignment for the benefit of its creditors, or 
 (e) admits, in writing, its inability generally to pay its debts as they become due; or 
 (ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (a) is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case; 
 (b) appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of
the property of the Company or any of its Restricted Subsidiaries; 
 (c) orders the liquidation of the Company
or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days; or

  

 A-10 







 (9) (x) with respect to any Collateral having a fair market value in excess
of $15.0 million, individually or in the aggregate, (a) any default or breach by the Company or any Guarantor in the performance of its obligations under the Security Documents or this Indenture which adversely affects the condition or value of
the Collateral or the enforceability, validity, perfection or priority of the Second Priority Liens, taken as a whole in any material respect, and continuance of such default or breach for a period of 60 days after written notice thereof by the
Trustee or the Holders of 25% in principal amount of the outstanding Notes, or (b) any security interest created under the Security Documents or under this Indenture is declared invalid or unenforceable by a court of competent jurisdiction or
(y) the Company or any Guarantor asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Collateral is invalid or unenforceable. 
 If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Company) occurs and is
continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable
immediately by a notice in writing to the Company (and to the Trustee if given by Holders). 
 In the event of a declaration of
acceleration of the Notes solely because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or
payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the
declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of
amounts due on the Notes. 
 If an Event of Default specified in clause (8) above occurs with respect to the Company, the
principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
 (13) Trustee Dealings with Salem. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and
perform services for Salem, the Guarantors or their respective Affiliates, and may otherwise deal with Salem, the Guarantors or their respective Affiliates, as if it were not the Trustee. 
 (14) No Recourse Against Others. No director, officer, employee, stockholder, general or limited partner, member or incorporator,
past, present or future, of the Company, Salem, the Guarantors or any of their respective Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the Notes, any Guarantee or the Indenture
by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner, member or incorporator. 
 (15) Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
 (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 (17) CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,
the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 Salem shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 
  


 A-11 







 Salem Communications Corporation 
 4880 Santa Rosa Road 
 Camarillo, California 93012 
 Facsimile: (805) 384-4505 
 Attention: Christopher J. Henderson, General Counsel 
  


 A-12 







 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to 
  
  
 (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 Salem. 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:	 	  

		 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

  

 A-13 







 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by Salem pursuant to Sections 4.10 (Asset Sale), 4.14 (Change of Control) or 4.16
(Event of Loss) of the Indenture, check the box below: 
 [    ] Section
4.10             [    ] Section 4.14            [    ] Section 4.16 
 If you want to elect to have only part of the Note purchased by Salem pursuant to Section 4.10, 4.14 or 4.16 of the Indenture, state
the amount you elect to have purchased: $ 
  

							
	Date:                     	 		 	Your Signature:	 	  

		 		 		 	(Sign exactly as your name appears on the Note)

 Tax Identification No.: 
  

			
	Signature guarantee:	 	  

		 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

  

 A-14 







 CERTIFICATE TO BE DELIVERED UPON 
 EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED NOTES 
 Salem Communications
Corporation 
 4880 Santa Rosa Road 
 Camarillo, CA 93012 

			
	Facsimile:	 	(805) 384-4505
	Attention:	 	Christopher J. Henderson, General Counsel

 The Bank of New York Mellon Trust Company, N.A. 
 700 South Flower Street, Suite 500 
 Los Angeles,
California 90017 

			
	Facsimile:	 	213-630-6298
	Attention:	 	Corporate Unit

  

					
	Re:	 	Salem Communications Corporation	 	
		 	9.625% Senior Secured Second Lien Note due 2016	 	
		 	 CUSIP #
	 	

 Reference is hereby made to that certain Indenture dated December 1, 2009 (the
“Indenture”) among Salem Communications Corporation (“Salem”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used
but not defined herein shall have the meanings set forth in the Indenture. 
 This certificate relates to
$            principal amount of Notes held in (check applicable space)             book-entry or
            definitive form by the undersigned. 
 The undersigned
                                        
(transferor) (check one box below): 
  ̈ hereby requests the Registrar 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 Section 2.6 of the Indenture; or 
  ̈ hereby
requests the Trustee to exchange or register the transfer of a Note or Notes to
                                        
(transferee). 
 In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the
periods referred to in Rule 144(b) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW: 
 (1)  ̈ to Salem or any of its
subsidiaries; or 
 (2)  ̈ inside the United States to a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) 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 under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or 
 (3)  ̈ outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder.

  

 A-15 







 Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this
certificate in the name of any person other than the registered holder thereof. 
  

	
	  

	Signature


  

			
	Signature guarantee:	 	  

		 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as 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. 
  

					
		 		 	[Name of Transferee]
	Dated:                     	 		 	  


 NOTICE: To be executed by an executive officer 
  

 A-16 







 SCHEDULE OF EXCHANGES OF 9.625% SENIOR SECURED SECOND LIEN NOTES 
 The following exchanges of a part of this Global Note for other 9.625% Senior Secured Second Lien Notes have been made: 
  

									
	 Date of Exchange
	  	Amount of Decrease
in Principal Amount
of this Global Note	  	Amount of Increase
in Principal Amount
of this Global Note	  	Principal Amount of
this Global Note
Following Such De-
crease (or Increase)	  	Signature of Autho-
rized Officer
of
Trustee or 9.625%
Senior Secured
Second Lien Note
Custodian

  

 A-17 







 EXHIBIT B 
 FORM OF NOTATIONAL GUARANTEE 
 Each Guarantor listed below (hereinafter referred
to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of December 1, 2009, by and among Salem Communications Corporation (the “Issuer”), the Guarantors
party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer under the Indenture, which include (i) the
due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuer, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any,
and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article
X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note
Guarantee or the Indenture. 
 The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note
Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. 
 No stockholder, employee, officer, director, general or limited partner, member or incorporator, as such, past, present or future of each
Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member or incorporator. 
 This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors
and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the
Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to
the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. 
 This Note Guarantee shall not
be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.
The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. 
  

 B-1 







 THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

 Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. 
  

 B-2 







 Dated as of
                     
  

					
	[GUARANTORS]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

 B-3 







 EXHIBIT C 
 [FORM OF CERTIFICATE TO BE DELIVERED 
 IN CONNECTION WITH TRANSFERS PURSUANT TO
RULE 144A] 
 Salem Communications Corporation 
 4880 Santa Rosa Road 
 Camarillo, CA 93012 

			
	Facsimile:	 	(805) 384-4505
	Attention:	 	Christopher J. Henderson, General Counsel

 The Bank of New York Mellon Trust Company, N.A. 
 700 South Flower Street, Suite 500 
 Los Angeles,
California 90017 

			
	Facsimile:	 	213-630-6298
	Attention:	 	Corporate Unit

  

			
	Re:	 	Salem Communications Corporation (“Salem”)
		 	9.625% Senior Secured Second Lien Notes due 2016 (the “Notes”)

 Ladies and Gentlemen: 
 In connection with our proposed sale of $            aggregate principal amount at maturity of the Notes, we hereby certify that such transfer
is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that
the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such
account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws
of any state of the United States. 
 You and Salem are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	Very truly yours,
	
	  

	[Name of Transferor]
		
	By:	 	  

		 	Authorized Signature          


  

			
	Signature guarantee:	 	  

		 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

  

 C-1 







 EXHIBIT D 
 [FORM OF CERTIFICATE TO BE DELIVERED 
 IN CONNECTION WITH TRANSFERS 
 PURSUANT TO REGULATION S] 
 Salem Communications Corporation 
 4880 Santa Rosa Road 
 Camarillo, CA 93012 

			
	Facsimile:	 	(805) 384-4505
	Attention:	 	Christopher J. Henderson, General Counsel

 The Bank of New York Mellon Trust Company, N.A. 
 700 South Flower Street, Suite 500 
 Los Angeles,
California 90017 

			
	Facsimile:	 	213-630-6298
	Attention:	 	Corporate Unit

  

			
	Re:	 	Salem Communications Corporation (“Salem”)
		 	9.625% Senior Secured Second Lien Notes due 2016 (the “Notes”)

 Ladies and Gentlemen: 
 In connection with our proposed sale of $            aggregate principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 
 (1) the offer of the Notes was not made to a person in the United States; 
 (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any
person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person
acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 
 (3)
no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and 
 (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. 

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of
Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be. 
  

 D-1 







 Salem and you are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

  

			
	Very truly yours,
	
	  

	[Name of Transferor]
		
	By:	 	  

		 	Authorized Signature      


  

			
	Signature guarantee:	 	  

		 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

  

 D-2