Exhibit 4.1





EXECUTION COPY


 





 



 

 


TOWNSQUARE RADIO, LLC


TOWNSQUARE RADIO, INC.


 


AND


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


as Trustee


 


9.00% Senior Notes due 2019


 










 



 


INDENTURE


 


Dated as of April 4, 2012


 


 



 


 


 






 




    	 



    	 



    

 


Table of Contents


  


	 	 	Page
	 	 	 
	ARTICLE I
	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 
	SECTION 1.1.	Definitions	2
	SECTION 1.2.	Other Definitions	31
	SECTION 1.3.	Incorporation by Reference of Trust Indenture Act	33
	SECTION 1.4.	Rules of Construction	33
	 	 	 
	ARTICLE II 
	 
	THE NOTES
	 	 	 
	SECTION 2.1.	Form, Dating and Terms	34
	SECTION 2.2.	Execution and Authentication	40
	SECTION 2.3.	Registrar and Paying Agent	41
	SECTION 2.4.	Paying Agent to Hold Money in Trust	42
	SECTION 2.5.	Holder Lists	42
	SECTION 2.6.	Transfer and Exchange	42
	SECTION 2.7.	Form of Certificate to be Delivered upon Termination of Restricted Period	46
	SECTION 2.8.	Form of Certificate to be Delivered in Connection with Transfers to IAIs	47
	SECTION 2.9.	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S 	48
	SECTION 2.10.	Form of Certificate to be Delivered in Connection with Transfers to AIs	49
	SECTION 2.11.	Mutilated, Destroyed, Lost or Stolen Notes	51
	SECTION 2.12.	Outstanding Notes	51
	SECTION 2.13.	Temporary Notes	52
	SECTION 2.14.	Cancellation	52
	SECTION 2.15.	Payment of Interest; Defaulted Interest	52
	SECTION 2.16.	CUSIP and ISIN Numbers	53
	 	 	 
	ARTICLE III
	 
	COVENANTS
	 	 	 
	SECTION 3.1.	Payment of Notes	53
	SECTION 3.2.	Limitation on Indebtedness	54
	SECTION 3.3.	Limitation on Restricted Payments	57
	SECTION 3.4.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	62
	SECTION 3.5.	Limitation on Sales of Assets and Subsidiary Stock	64
	SECTION 3.6.	Limitation on Liens	66
	SECTION 3.7.	Limitation on Guarantees	66
	SECTION 3.8.	Limitation on Affiliate Transactions	67
	SECTION 3.9.	Change of Control	69
	SECTION 3.10.	Reports	71
	SECTION 3.11.	Future Guarantors	72
	SECTION 3.12.	Maintenance of Office or Agency	72
	SECTION 3.13.	Corporate Existence	73
	SECTION 3.14.	Payment of Taxes	73
	SECTION 3.15.	Payments for Consent	73
	SECTION 3.16.	Compliance Certificate	73
	SECTION 3.17.	Further Instruments and Acts	73
	SECTION 3.18.	Conduct of Business	74


  




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	 	 	Page
	 	 	 
	SECTION 3.19.	Statement by Officers as to Default	74
	SECTION 3.20.	Designation of Restricted and Unrestricted Subsidiaries	74
	SECTION 3.21.	Suspension of Certain Covenants on Achievement of Investment Grade Status	74
	SECTION 3.22.	Limitation on Activities of License Subsidiaries	75
	 	 	 
	ARTICLE IV
	 
	SUCCESSOR ISSUERS; Successor Person
	 	 	 
	SECTION 4.1.	Merger and Consolidation	75
	 	 	 
	ARTICLE V
	 
	REDEMPTION OF SECURITIES
	 	 	 
	SECTION 5.1.	Notices to Trustee	77
	SECTION 5.2.	Selection of Notes to Be Redeemed or Purchased	77
	SECTION 5.3.	Notice to Redemption	77
	SECTION 5.4.	Effect of Notice of Redemption	78
	SECTION 5.5.	Deposit of Redemption or Purchase Price	78
	SECTION 5.6.	Notes Redeemed or Purchased in Part	78
	SECTION 5.7.	Optional Redemption	79
	SECTION 5.8.	Mandatory Redemption	79
	 	 	 
	ARTICLE VI
	 
	DEFAULTS AND REMEDIES
	 	 	 
	SECTION 6.1.	Events of Default	80
	SECTION 6.2.	Acceleration	81
	SECTION 6.3.	Other Remedies	82
	SECTION 6.4.	Waiver of Past Defaults	82
	SECTION 6.5.	Control by Majority	82
	SECTION 6.6.	Limitation on Suits	82
	SECTION 6.7.	Rights of Holders to Receive Payment	83
	SECTION 6.8.	Collection Suit by Trustee	83
	SECTION 6.9.	Trustee May File Proofs of Claim	83
	SECTION 6.10.	Priorities	83
	SECTION 6.11.	Undertaking for Costs	84
	 	 	 
	ARTICLE VII
	 
	TRUSTEE
	 	 	 
	SECTION 7.1.	Duties of Trustee	84
	SECTION 7.2.	Rights of Trustee	85
	SECTION 7.3.	Individual Rights of Trustee	86
	SECTION 7.4.	Trustee’s Disclaimer	86
	SECTION 7.5.	Notice of Defaults	86
	SECTION 7.6.	Reports by Trustee to Holders	86
	SECTION 7.7.	Compensation and Indemnity	87
	SECTION 7.8.	Replacement of Trustee	87
	SECTION 7.9.	Successor Trustee by Merger	88
	SECTION 7.10.	Eligibility; Disqualification	88


 




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	 	 	Page
	 	 	 
	SECTION 7.11.	Preferential Collection of Claims Against the Issuers	88
	SECTION 7.12.	Trustee’s Application for Instruction from the Issuers	88
	 	 	 
	ARTICLE VIII
	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	SECTION 8.1.	Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance	89
	SECTION 8.2.	Legal Defeasance and Discharge	89
	SECTION 8.3.	Covenant Defeasance	89
	SECTION 8.4.	Conditions to Legal or Covenant Defeasance	90
	SECTION 8.5.	Deposited Money and U.S. Government Obligations to be Held in Trust; Other
    Miscellaneous Provisions	91
	SECTION 8.6.	Repayment to the Issuers	91
	SECTION 8.7.	Reinstatement	91
	 	 	 
	ARTICLE IX
	 
	AMENDMENTS
	 	 	 
	SECTION 9.1.	Without Consent of Holders	91
	SECTION 9.2.	With Consent of Holders	92
	SECTION 9.3.	Compliance with Trust Indenture Act	93
	SECTION 9.4.	Revocation and Effect of Consents and Waivers	93
	SECTION 9.5.	Notation on or Exchange of Notes	94
	SECTION 9.6.	Trustee to Sign Amendments	94
	 	 	 
	ARTICLE X
	 
	GUARANTEE
	 	 	 
	SECTION 10.1.	Guarantee	94
	SECTION 10.2.	Limitation on Liability; Termination, Release and Discharge	96
	SECTION 10.3.	Right of Contribution	96
	SECTION 10.4.	No Subrogation	96
	 	 	 
	ARTICLE XI
	 
	SATISFACTION AND DISCHARGE
	 	 	 
	SECTION 11.1.	Satisfaction and Discharge	97
	SECTION 11.2.	Application of Trust Money	97
	 	 	 
	ARTICLE XII
	 
	MISCELLANEOUS
	 	 	 
	SECTION 12.1.	Notices	98
	SECTION 12.2.	Certificate and Opinion as to Conditions Precedent	99
	SECTION 12.3.	Statements Required in Certificate or Opinion	99
	SECTION 12.4.	When Notes Disregarded	99
	SECTION 12.5.	Rules by Trustee, Paying Agent and Registrar	99
	SECTION 12.6.	Legal Holidays	99
	SECTION 12.7.	Governing Law 	100
	SECTION 12.8.	Jurisdiction 	100


 




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	 	 	Page
	 	 	 
	SECTION 12.9.	Waivers of Jury Trial 	100
	SECTION 12.10.	USA PATRIOT Act 	100
	SECTION 12.11.	No Recourse Against Others 	100
	SECTION 12.12.	Successors 	100
	SECTION 12.13.	Multiple Originals 	100
	SECTION 12.14.	Table of Contents; Headings 	100
	SECTION 12.15.	Force Majeure 	101
	SECTION 12.16.	Severability 	101


 




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	EXHIBIT A	Form of Global Restricted Note 
	EXHIBIT B	Form of Supplemental Indenture


 




    	 



    	 



    

 


INDENTURE dated
as of April 4, 2012, among TOWNSQUARE RADIO, LLC (the “Company”) and TOWNSQUARE RADIO, INC. (“Finance”
and, together with the Company, the “Issuers”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association,
as trustee (the “Trustee”).


W I T N
E S S E T H


 


WHEREAS, the Issuers have duly authorized
the execution and delivery of this Indenture to provide for the issuance of (i) their 9.00% Senior Notes due 2019 issued on the
date hereof (the “Initial Notes”) and (ii) any additional Notes (“Additional Notes” and,
together with the Initial Notes, the “Notes”) that may be issued after the Issue Date.


 


WHEREAS, the Issuers have duly authorized the execution
and delivery of this Indenture;


 


WHEREAS, all things necessary (i) to
make the Notes, when executed and duly issued by the Issuers and authenticated and delivered hereunder, the valid obligations
of the Issuers, and (ii) to make this Indenture a valid agreement of the Issuers has been done; and


 


NOW, THEREFORE, in consideration of
the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders, as follows:


 


ARTICLE I


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.1.          Definitions.


 


“Acquired Indebtedness”
means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary,
or (2) assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person
in connection with such Person becoming a Restricted Subsidiary of the Company or such acquisition or (3) of a Person at the time
such Person merges with or into or consolidates or otherwise combines with the Company or any Restricted Subsidiary. Acquired
Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person
becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such
acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, consolidation
or other combination.


 


“Additional Assets” means:


 


(1)          any
property or assets (other than Capital Stock) used or to be used by the Company, a Restricted Subsidiary or otherwise useful in
a Similar Business (it being understood that capital expenditures on property or assets already used in a Similar Business or
to replace any property or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets);


 


(2)          the
Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition
of such Capital Stock by the Company or a Restricted Subsidiary of the Company; or


 


(3)          Capital
Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Company.


 


“Affiliate” of any specified
Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control
with such specified Person. For the purposes of this definition, “control” 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 correlative
to the foregoing.


 




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“AI” means an “accredited investor”
as described in Rule 501(a)(4) under the Securities Act.


 


“Applicable Premium”
means the greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive)
of:


 


(a)          the
present value at such redemption date of (i) the redemption price of such Note at April 1, 2015 (such redemption price (expressed
in percentage of principal amount) being set forth in the table under Section 5.7(d) (excluding accrued but unpaid interest)),
plus (ii) all required interest payments due on such Note to and including such date set forth in clause (i) (excluding accrued
but unpaid interest), computed upon the redemption date using a discount rate equal to the Treasury Rate at such redemption date
plus 50 basis points; over


 


(b)          the
outstanding principal amount of such Note;


 


in each case, as calculated by the Company or on behalf of the
Company by such Person as the Company shall designate.


 


“Asset Disposition” means:


 


(a)          the
sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property
or assets (including by way of a Sale and Leaseback Transaction) of the Company (other than Capital Stock of the Company) or any
of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or


 


(b)          the
issuance or sale of Capital Stock of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of Restricted
Subsidiaries issued in compliance with Section 3.2 hereof or directors’ qualifying shares and shares issued to foreign
nationals as required under applicable law), whether in a single transaction or a series of related transactions;


 


in each case, other than:


 


(1)          a
disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;


 


(2)          a
disposition of cash, Cash Equivalents or Investment Grade Securities;


 


(3)          a
disposition of inventory or other assets in the ordinary course of business;


 


(4)          a
disposition of obsolete, surplus or worn out equipment or other assets or equipment or other assets that are no longer useful
in the conduct of the business of the Company and its Restricted Subsidiaries;


 


(5)          transactions
permitted under Section 4.1 hereof or a transaction that constitutes a Change of Control;


 


(6)          an
issuance of Capital Stock by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or as part of or pursuant
to an equity incentive or compensation plan approved by the Board of Directors;


 


(7)          any
dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market
value (as determined in good faith by the Company) of less than $5.0 million;


 




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(8)          any
Restricted Payment that is permitted to be made, and is made, under Section 3.3 and the making of any Permitted Payment
or Permitted Investment or, solely for purposes of Section 3.5(a)(3), asset sales, the proceeds of which are used to make
such Restricted Payments or Permitted Investments;


 


(9)          dispositions
in connection with Permitted Liens;


 


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


 


(11)        the
licensing or sub-licensing of intellectual property or other general intangibles and licenses, sub-licenses, leases or subleases
of other property, in each case, in the ordinary course of business;


 


(12)        foreclosure,
condemnation or any similar action with respect to any property or other assets;


 


(13)        the
sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit management purposes)
of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts
receivable for notes receivable;


  


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


 


(15)        any
disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other
than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary
acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition
and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;


 


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


 


(17)        any
financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction,
refurbishment, renovation and/or development of real property) by the Company or any Restricted Subsidiary after the Issue Date,
including Sale and Leaseback Transactions and asset securitizations, permitted by this Indenture; and


 


(18)        any
surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind.


 


“Associate” means (i) any
Person engaged in a Similar Business of which the Company or its Restricted Subsidiaries are the legal and beneficial owners of
between 20% and 50% of all outstanding Voting Stock and (ii) any joint venture entered into by the Company or any Restricted Subsidiary
of the Company.


  


“Bankruptcy Law” means Title
11 of the United States Code or similar federal or state law for the relief of debtors.


 


“Board of Directors” means
(1) with respect to the Company or any corporation, the board of directors or managers, as applicable, of the corporation, or
any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body of
the general partner of the partnership or any duly authorized committee thereof; and (3) with respect to any other Person, the
board or any duly authorized committee of such Person serving a similar function. Whenever any provision requires any action or
determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed
to have been taken or made if approved by a majority of the directors on any such Board of Directors (whether or not such action
or approval is taken as part of a formal board meeting or as a formal board approval).


 




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“Board Resolution” means
a copy of a resolution certified by the Secretary or an Assistant Secretary of a Person to have been duly adopted by the Board
of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day” means each
day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York, or the place of payment of
the Paying Agent in the United States are authorized or required by law to close.


 


“Capital Stock” of any Person
means any and all shares of, rights to purchase, warrants, options or depositary receipts for, or other equivalents of or partnership
or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities
convertible into such equity.


 


“Capitalized Lease Obligations”
means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes
on the basis of GAAP. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation
at the time any determination thereof is to be made as determined on the basis of GAAP, and the Stated Maturity thereof will be
the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated
without penalty.


 


“Cash Equivalents” means:


 


(1)          (a)
United States dollars, Euro, or any national currency of any member state of the European Union; or (b) any other foreign currency
held by the Company and the Restricted Subsidiaries in the ordinary course of business;


 


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


 


(3)          certificates
of deposit, time deposits, Eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of
not more than one year from the date of acquisition thereof issued by any Lender or by any bank or trust company (a) whose commercial
paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent
thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally
Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper
which is rated) having combined capital and surplus in excess of $100 million;


 


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


 


(5)          commercial
paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2”
or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization,
if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the
commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within
one year after the date of acquisition thereof;


 


(6)          readily
marketable direct obligations issued by any state of the United States of America, any province of Canada, any member of the European
Union or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either
Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally
Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition;


 


(7)          Indebtedness
or Preferred Stock issued by Persons with a rating of “BBB-“ or higher from S&P or “Baa3” or higher
from Moody’s (or, if at the time, neither is issuing comparable ratings, then


 




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a comparable rating of another Nationally Recognized Statistical
Rating Organization) with maturities of 12 months or less from the date of acquisition;


 


(8)          bills
of exchange issued in the United States, Canada, a member state of the European Union, or Japan eligible for rediscount at the
relevant central bank and accepted by a bank (or any dematerialized equivalent);


 


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


 


(10)          for
purposes of clause (2) of the definition of “Asset Disposition,” the marketable securities portfolio owned by the
Company and its Subsidiaries on the Issue Date.


 


Notwithstanding the foregoing, Cash Equivalents shall include amounts
denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into
any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of
such amounts.


 


“Cash Management Services”
means any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not
in default); ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement
services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.


 


“Change of Control” means:


 


(1)          the
Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act as in effect on the Issue Date), other than one or more Permitted Holders, is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly,
of more than 50% of the total voting power of the Voting Stock of the Company; or


 


(2)          the
sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination
transaction), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or one or more Permitted Holders.


 


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


 


“Consolidated Depreciation and Amortization
Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense,
including amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated
basis and otherwise determined in accordance with GAAP.


 


“Consolidated EBITDA” for any period
means the Consolidated Net Income for such period:


 


(1)          increased
(without duplication) by:


 


(a)          provision
for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign
withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net
Income; plus


 


(b)          Fixed
Charges of such Person for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered
into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, plus
amounts excluded


 




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from the definition of “Consolidated Interest Expense”
pursuant to clauses (w), (x) and (y) in clause (1) thereof, to the extent the same were deducted (and not added back) in calculating
such Consolidated Net Income; plus


 


(c)          Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back)
in computing Consolidated Net Income; plus


 


(d)          any
expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition,
disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the indenture (including a refinancing
thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the
Credit Agreement, and (ii) any amendment or other modification of the Notes or the Credit Agreement, in each case, deducted (and
not added back) in computing Consolidated Net Income; plus


 


(e)          the
amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost associated with
establishing new facilities that is deducted (and not added back) in such period in computing Consolidated Net Income, including
any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation
of facilities; provided that the aggregate amount of cash charges and cash costs that are included in this clause (e) shall
not exceed $10.0 million in any four-quarter period; plus


 


(f)          any
other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any
impairment charges or the impact of purchase accounting, (excluding any such non-cash charge, write-down or item to the extent
it represents an accrual or reserve for a cash expenditure for a future period) or other items classified by the Company as special
items less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the
extent it represents a receipt of cash in any future period); plus


 


(g)          the
amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses
paid or accrued in such period to Oaktree to the extent otherwise permitted under Section 3.8 hereof; plus


 


(h)          the
amount of net cost savings projected by the Company in good faith to be realized in connection with any Investment, acquisition,
disposition, merger, consolidation, reorganization or restructuring (each, a “Specified Transaction”), taken
or initiated prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on
the first day of such period), net of the amount of actual benefits realized or expected to be realized prior to or during such
period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such
actions have been taken or will be taken within 12 months of the date of such Specified Transaction, and (z) the aggregate amount
of such cost savings that are included in this clause (h) shall not exceed $5.0 million in any four quarter period; plus


 


(i)          any
costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan
or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent
that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an
issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are
excluded from the calculation set forth in Section 3.3(a)(3) hereof; plus


 




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(j)          cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Net Income
in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant
to clause (2) below for any previous period and not added back; plus


 


(k)          any
net loss included in the consolidated financial statements due to the application of Financial Accounting Standards No. 160 “Non-controlling
Interests in Consolidated Financial Statements (“FAS 160”); plus


 


(l)          realized
foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the
balance sheet of the Company and its Restricted Subsidiaries; and


 


(m)          net
realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application
of Accounting Standard Codification Topic 815 and related pronouncements;


 


(2)          decreased
(without duplication) by: (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any
non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated
EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash
did not increase Consolidated EBITDA in such prior period; plus (b) realized foreign exchange income or gains resulting
from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Company and
its Restricted Subsidiaries; plus (c) any net realized income or gains from Hedging Obligations or embedded derivatives
that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements,
plus (d) any net income included in the consolidated financial statements due to the application of FAS 160; and


 


(3)          increased
or decreased (without duplication) by, as applicable, any adjustments resulting for the application of Accounting Standards Codification
Topic 460 or any comparable regulation.





 








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


 


(1)          consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and
not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the
issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters
of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to
the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the
interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations
with respect to Indebtedness, and excluding (v) accretion or accrual of discounted liabilities other than Indebtedness, (w) any
expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection
with any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any
expensing of bridge, commitment and other financing fees, and (z) interest with respect to Indebtedness of any Parent of such
Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under GAAP); plus


 


(2)          consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less


 


(3)          interest
income for such period.


 




    	-8-



    	 



    

 


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


 


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


 


(1)          subject
to the limitations contained in clause (3) below, any net income (loss) of any Person if such Person is not a Restricted Subsidiary,
except that the Company’s equity in the net income of any such Person for such period will be included in such Consolidated
Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution or return on investment or could have been distributed,
as reasonably determined by an Officer of the Company (subject, in the case of a dividend or other distribution or return on investment
to a Restricted Subsidiary, to the limitations contained in clause (2) below);


 


(2)          solely
for the purpose of determining the amount available for Restricted Payments under Section 3.3(a)(iii)(A) hereof, any net
income (loss) of any Restricted Subsidiary (other than Guarantors) if such Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly,
to the Company or a Guarantor by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument,
judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders
(other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Notes or this Indenture,
and (c) restrictions specified in Section 3.4(b)(13)(i), except that the Company’s equity in the net income of any
such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash
or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period
to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another
Restricted Subsidiary, to the limitation contained in this clause);


 


(3)          any
net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Company or any Restricted
Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary
course of business (as determined in good faith by an Officer or the Board of Directors of the Company);


 


(4)          any
extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense or any charges, expenses or reserves in respect
of any restructuring, redundancy or severance expense;


 


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


 


(6)          any
(i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any
non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable
to deferred compensation plans or trusts shall be excluded;


 


(7)          all
deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment
of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;


 


(8)          any
unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying
hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions,
in each case, in respect of Hedging Obligations;


 




    	-9-



    	 



    

 


(9)          any
unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other
than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets
and liabilities denominated in foreign currencies;


 


(10)          any
unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the
Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary;


 


(11)          any
purchase accounting effects, including, but not limited to, adjustments to inventory, property and equipment, software and other
intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements
(including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of any consummated
acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);


 


(12)          any
goodwill or other intangible asset impairment charge or write-off;


 


(13)          any
after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other
derivative instruments shall be excluded;


 


(14)          accruals
and reserves that are established within twelve months after the Issue Date that are so required to be established as a result
of the Transactions in accordance with GAAP, shall be excluded;


 


(15)          any
net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment
and the application of Accounting Standards Codification Topic 815 and related pronouncements shall be excluded; and


 


(16)          the
amount of any expense to the extent a corresponding amount is received in cash by the Company and the Restricted Subsidiaries
from a Person other than the Company or any Restricted Subsidiaries under any agreement providing for reimbursement of any such
expense, provided such reimbursement payment has not been included in determining Consolidated Net Income (it being understood
that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period,
such excess amounts received may be carried forward and applied against expense in future periods).


 


“Consolidated Secured Leverage”
means, the sum of the aggregate outstanding Secured Indebtedness for borrowed money of the Company and its Restricted Subsidiaries.


 


“Consolidated Secured Leverage Ratio”
means, as of any date of determination, the ratio of (x) Consolidated Secured Leverage at such date to (y) the aggregate amount
of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination
for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments
as are consistent with the pro forma adjustments set forth in the definition of “Leverage Ratio”; provided
that, for the purpose of determining Consolidated Secured Leverage, the aggregate amount of cash and Cash Equivalents of the
Company and its Restricted Subsidiaries shall be determined without giving pro forma effect to the proceeds of Indebtedness
incurred on such date.


 


“Consolidated Total Indebtedness”
means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness
of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations
in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments and (2)
the aggregate amount of all outstanding Disqualified Stock of the Company and all Disqualified Stock and Preferred Stock of its
Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the


 




    	-10-



    	 



    

 


greater of their respective voluntary or involuntary liquidation
preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP; provided
that Indebtedness of the Company and its Restricted Subsidiaries under any revolving credit facility or line of credit as
at any date of determination shall be determined using the Average Quarterly Balance of such Indebtedness for the most recently
ended four fiscal quarters for which internal financial statements are available as of such date of determination (the “Reference
Period”). For purposes hereof, (a) the “maximum fixed repurchase price” of any Disqualified Stock or Preferred
Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock
or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness
shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by
the Company, (b) “Average Quarterly Balance” means, with respect to any Indebtedness incurred by the Company
or its Restricted Subsidiaries under a revolving facility or line of credit, the quotient of (x) the sum of each Individual Quarterly
Balance for each fiscal quarter ended on or prior to such date of determination and included in the Reference Period divided by
(y) 4, and (c) “Individual Quarterly Balance” means, with respect to any Indebtedness incurred by the Company
or its Restricted Subsidiaries under a revolving credit facility or line of credit during any fiscal quarter of the Company, the
quotient of (x) the sum of the aggregate outstanding principal amount of all such Indebtedness at the end of each day of such
quarter divided by (y) the number of days in such fiscal quarter.


 


“Contingent Obligations”
means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any
operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”)
of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:


 


(1)          to
purchase any such primary obligation or any property constituting direct or indirect security therefor;


 


(2)          to
advance or supply funds:


 


(a)          for
the purchase or payment of any such primary obligation; or


 


(b)          to
maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor; or


 


(3)          to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“Covenant Suspension” means,
during any period of time following the issuance of the Notes, that (i) the Notes have achieved Investment Grade Status, and (ii)
no Default or Event of Default has occurred and is continuing under this Indenture.


 


“Credit Agreement” means
the Credit Agreement to be entered into by and among the Company, Townsquare Radio Holdings, LLC, certain of the Company’s
Subsidiaries identified therein as guarantors, the senior lenders (as named therein), and General Electric Capital Corporation,
as administrative agent and collateral agent, together with the related documents thereto (including the revolving loans thereunder,
any letters of credit and reimbursement obligations related thereto, any Guarantees and security documents), as amended, extended,
renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without
limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any one or more agreements
(and related documents) governing Indebtedness, including indentures, incurred to refinance, substitute, supplement, replace or
add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor
thereunder), in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit
Agreement or one or more successors to the Credit Agreement or one or more new credit agreements.


 




    	-11-



    	 



    

 


“Credit Facility” means,
with respect to the Company or any of its Subsidiaries, one or more debt facilities, indentures or other arrangements (including
the Credit Agreement or commercial paper facilities and overdraft facilities) with banks, other financial institutions or investors
providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of receivables to such
institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit
or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid,
increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original
administrative agent and lenders or another administrative agent or agents or other banks or institutions and whether provided
under the original Credit Agreement or one or more other credit or other agreements, indentures, financing agreements or otherwise)
and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with
the foregoing (including any notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement, patent
and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security
agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility”
shall include any agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby,
(2) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness
Incurred thereunder or available to be borrowed thereunder; or (4) otherwise altering the terms and conditions thereof.


 


“Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


“Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default
that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default
will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.


 


“Definitive Notes” means certificated
Notes.


 


“Designated Non-Cash
Consideration” means the fair market value (as determined in good faith by the Company) of non-cash consideration
received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated
as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation,
less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or
other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no
longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or
otherwise disposed of in compliance with Section 3.5 hereof.


 


“Designated Preferred Stock”
means, with respect to the Company, Preferred Stock (other than Disqualified Stock) (a) that is issued for cash (other than to
the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such
Subsidiary for the benefit of their employees to the extent funded by the Company or such Subsidiary) and (b) that is designated
as “Designated Preferred Stock” pursuant to an Officer’s Certificate of the Company at or prior to the issuance
thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in Section 3.3(a)(iii)(B) hereof.


 


“Disinterested Director”
means, with respect to any Affiliate Transaction, a member of the Board of Directors of the Company having no material direct
or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Company
shall be deemed not to have such a financial interest by reason of such member’s holding Capital Stock of the Company or
any options, warrants or other rights in respect of such Capital Stock.


 


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


 


(1)          matures
or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; or


 




    	-12-



    	 



    

 


(2)          is
or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for
cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part,


 


in each case on or prior to the earlier of (a)
the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided, however, that
(i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital
Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute
Disqualified Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with Section
3.3 hereof; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees
of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified
Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory
or regulatory obligations.


 


“Domestic Subsidiary” means,
with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.


 


“DTC” means The Depository Trust Company
or any successor securities clearing agency.


 


“Equity Offering” means
(x) a sale of Capital Stock of the Company (other than Disqualified Stock) other than offerings registered on Form S-8 (or any
successor form) under the Securities Act or any similar offering in other jurisdictions, or (y) the sale of Capital Stock or other
securities, the proceeds of which are contributed to the equity (other than through the issuance of Disqualified Stock or Designated
Preferred Stock or through an Excluded Contribution) of the Company or any of its Restricted Subsidiaries.


 


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


 


“Excluded Contribution”
means Net Cash Proceeds or property or assets received by the Company as capital contributions to the equity (other than through
the issuance of Disqualified Stock or Designated Preferred Stock) of the Company after the Issue Date or from the issuance or
sale (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary
of the Company for the benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) of Capital
Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company, to the extent designated as an Excluded Contribution
pursuant to an Officer’s Certificate of the Company.


 


“fair market value” may
be conclusively established by means of an Officer’s Certificate or resolutions of the Board of Directors of the Company
setting out such fair market value as determined by such Officer or such Board of Directors in good faith.


 


“FCC” means the Federal
Communications Commission or any governmental authority succeeding to the Federal Communications Commission.


 


“FCC Licenses” means the
licenses, permits, authorizations or certificates to construct, own or operate television or radio stations granted by the FCC,
and all extensions, additions and renewals thereto or thereof.


 


“Fixed Charges” means, with
respect to any Person for any period, the sum of:


 


(1)          Consolidated
Interest Expense of such Person for such Period;


 


(2)          all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any
Subsidiary of such Person during such period; and


 




    	-13-



    	 



    

 


(3)          all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during
this period.


 


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


 


“GAAP” means generally accepted
accounting principles in the United States of America as in effect on the date of any calculation or determination required hereunder.
Except as otherwise set forth in this Indenture, all ratios and calculations based on GAAP contained in this Indenture shall be
computed in accordance with GAAP. At any time after the Issue Date, the Company may elect to establish that GAAP shall mean the
GAAP as in effect on or prior to the date of such election; provided that any such election, once made, shall be irrevocable.
At any time after the Issue Date, the Company may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such
election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture),
including as to the ability of the Company to make an election pursuant to the previous sentence; provided that any such
election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture
that require the application of GAAP for periods that include fiscal quarters ended prior to the Company’s election to apply
IFRS shall remain as previously calculated or determined in accordance with GAAP; provided, further again, that
the Company may only make such election if it also elects to report any subsequent financial reports required to be made by the
Company, including pursuant to Section 13 or Section 15(d) of the Exchange Act and Section 3.10 hereof, in IFRS. The Company
shall give written notice of any such election made in accordance with this definition to the Trustee and the Holders.


 


“GE Capital” means, collectively,
General Electric Capital Corporation and funds or partnerships related to, or managed or advised by it or any of its affiliates,
or any Affiliate of any of them.


 


“Governmental Authority”
means any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity
or authority exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining
to government, including a central bank or stock exchange.


 


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


 


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


 


(2)          entered
into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part);


 


provided, however, that the term “Guarantee”
will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used
as a verb has a corresponding meaning.


 


“Guarantor” means any Restricted
Subsidiary that Guarantees the Notes.


 


“Hedging Obligations” means,
with respect to any person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange
contracts, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price
or currency risks either generally or under specific contingencies.


 




    	-14-



    	 



    

 


“Holder” means each Person
in whose name the Notes are registered on the Registrar’s books, which shall initially be the respective nominee of DTC.


 


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


 


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


 


“Immaterial Subsidiary”
means any Restricted Subsidiary that (i) has not guaranteed any other Indebtedness of the Company and (ii) has Total Assets together
with all other Immaterial Subsidiaries (as determined in accordance with GAAP) and Consolidated EBITDA of less than 5.0% of the
Company’s Total Assets and Consolidated EBITDA (measured, in the case of Total Assets, at the end of the most recent fiscal
period for which internal financial statements are available and, in the case of Consolidated EBITDA, for the four quarters ended
most recently for which internal financial statements are available, in each case measured on a pro forma basis giving
effect to any acquisitions or depositions of the Company, division or lines of business since such balance sheet date or the start
of such four quarter period, as applicable, and on or prior to the date of acquisition of such Subsidiary).


 


“Incur” means issue, create,
assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that any Indebtedness
or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary
and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing and any Indebtedness
pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder.


 


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


 


(1)          the
principal of indebtedness of such Person for borrowed money;


 


(2)          the
principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)          all
reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments
(the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of
credit or other instruments plus the aggregate amount of drawings thereunder that have been reimbursed) (except to the extent
such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence);


 


(4)          the
principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade
payables), which purchase price is due more than one year after the date of placing such property in service or taking final delivery
and title thereto;


 


(5)          Capitalized
Lease Obligations of such Person;


 


(6)          the
principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with
respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);


 


(7)          the
principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the
fair market value of such asset at such date of determination (as determined in good faith by the Company) and (b) the amount
of such Indebtedness of such other Persons;




 






    	-15-



    	 



    

 


(8)           Guarantees
by such Person of the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and


 


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


 


The term “Indebtedness” shall not
include any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under
GAAP as in effect on the Issue Date, any prepayments of deposits received from clients or customers in the ordinary course of
business, or obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) Incurred
prior to the Issue Date or in the ordinary course of business.


 


The amount of Indebtedness of any Person
at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding.
The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in this Indenture,
and (other than with respect to letters of credit or Guarantees or Indebtedness specified in clause (7) above) shall equal the
amount thereof that would appear on a balance sheet of such Person (excluding any notes thereto) prepared on the basis of GAAP.


 


Notwithstanding the above provisions, in
no event shall the following constitute Indebtedness:


 


  (i)           Contingent
Obligations Incurred in the ordinary course of business;


 


 (ii)          Cash
Management Services;


 


(iii)          in
connection with the purchase by the Company or any Restricted Subsidiary of any business, any 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
depends on the performance of such business after the closing; provided, however, that, at the time of closing,
the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the
amount is paid in a timely manner; or


 


(iv)          for
the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations,
pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes.


 


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


 


“Independent Financial Advisor”
means an investment banking or accounting firm of international standing or any third party appraiser of international standing;
provided, however, that such firm or appraiser is not an Affiliate of the Company.


 


“Initial Notes” has the
meaning ascribed to it in the second introductory paragraph of this Indenture.


 


“Initial Purchasers” means
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Macquarie Capital (USA) Inc., RBC Capital Markets, LLC, SunTrust Robinson
Humphrey, Inc., ING Financial Markets LLC and UBS Securities LLC.


 


“Investment” means, with
respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect
advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers
or employees of any Person in the ordinary course of business, and excluding any debt or extension of credit represented by a
bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation
of, or any purchase or


 






    	-16-



    	 



    

 


acquisition of Capital Stock, Indebtedness or other similar instruments
issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on
the basis of GAAP; provided, however, that endorsements of negotiable instruments and documents in the ordinary
course of business will not be deemed to be an Investment. If the Company or any Restricted Subsidiary issues, sells or otherwise
disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person
is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after
giving effect thereto will be deemed to be a new Investment at such time.


 


For purposes of Section 3.3 and
Section 3.20 hereof:


 


(1)           “Investment”
will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as
an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation
of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment”
in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment” in such Subsidiary
at the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary)
of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Company in good faith)
of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and


 


(2)           any
property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer,
in each case as determined in good faith by the Board of Directors of the Company.


 


“Investment Grade” means
(i) BBB- or higher by S&P; (ii) Baa3 or higher by Moody’s, or (iii) the equivalent of such ratings by S&P or Moody’s,
or of another Nationally Recognized Statistical Ratings Organization.


 


“Investment Grade Securities”
means:


 


(1)           securities
issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality
thereof (other than Cash Equivalents);


 


(2)           securities
issued or directly and fully guaranteed or insured by a member of the European Union, or any agency or instrumentality thereof
(other than Cash Equivalents);


 


(3)           debt
securities or debt instruments with a rating of “A-“ or higher from S&P or “A3” or higher by Moody’s
or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent
of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments
constituting loans or advances among the Company and its Subsidiaries; and


 


(4)           investments
in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also
hold cash and Cash Equivalents pending investment or distribution.


 


“Investment Grade Status”
shall occur when the Notes receive both of the following:


 


(1)           a
rating of “BBB-“ or higher from S&P; and


 


(2)           a
rating of “Baa3” or higher from Moody’s;


 


or the equivalent of such rating by either such rating organization
or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical
Ratings Organization.


 




    	-17-



    	 



    

 


“Issue Date” means April
4, 2012.


 


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


 


(1)           Consolidated
Total Indebtedness of the Company and its Restricted Subsidiaries at the time of determination, to


 


(2)           the
Company’s Consolidated EBITDA for the most recently ended four full fiscal quarters for which financial statements are available
immediately preceding the date on which such event for which such calculation is being made shall occur; provided, however,
that:


 


(a)           if
the Company or any Restricted Subsidiary has Incurred, repaid, repurchased, redeemed, retired, defeased or otherwise discharged
any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction
giving rise to the need to calculate the Leverage Ratio involves an Incurrence, repayment, repurchase, redemption, retirement,
defeasement or other discharge of Indebtedness, Indebtedness at the end of such period, Consolidated EBITDA and Consolidated Interest
Expense for such period will be calculated after giving effect on a pro forma basis to such Incurrence, repayment, repurchase,
redemption, retirement, defeasement or other discharge of Indebtedness as if such Indebtedness had been Incurred or repaid, repurchased,
redeemed, retired, defeased or otherwise discharged on the first day of such period; provided, however, that the
pro forma calculation shall not give effect to any Indebtedness Incurred on such date of determination pursuant to the
provisions of Section 3.2(b):


 


(b)           if
since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Disposition or disposed of
or discontinued any company, division, operating unit, segment, business, group of related assets or line of business or if the
transaction giving rise to the need to calculate the Leverage Ratio includes such an Asset Disposition, Consolidated EBITDA, Consolidated
Interest Expense and Indebtedness for such period will be calculated after giving pro forma effect thereto (including the
Incurrence of any Indebtedness) as if such Asset Disposition, disposition or discontinuation occurred on the first day of such
period.


 


(c)           if
since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment
in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted
Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing
a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment,
business or group of related assets or line of business, Consolidated EBITDA, Consolidated Interest Expense and Indebtedness for
such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as
if such Investment or acquisition occurred on the first day of such period; and


 


(d)           if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any
Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant
to clause (a), (b) or (c) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA, Consolidated
Interest Expense and Indebtedness for such period will be calculated after giving pro forma effect thereto as if such transaction
occurred on the first day of such period.


 


The pro forma calculations will be determined
in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect
on the date of determination had been the applicable rate for the entire period (taking into account any interest rate agreement
applicable to such Indebtedness).


 




    	-18-



    	 



    

 


“License Subsidiary” means
a wholly-owned Subsidiary of the Company that (x) owns no material assets other than FCC Licenses and related rights and (y) has
no material liabilities other than (i) trade payables incurred in the ordinary course of business and (ii) tax liabilities, other
governmental charges and other liabilities incidental to ownership of such rights.


 


“Lien” means any mortgage,
pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement
or lease in the nature thereof).


 


“Management Advances” means
loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants
of any Parent, the Company or any Restricted Subsidiary:


 


(1)           (a)
in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or (b) for purposes
of funding any such person’s purchase of Capital Stock (or similar obligations) of the Company, its Subsidiaries or any
Parent with (in the case of this sub-clause (b)) the approval of the Board of Directors;


 


(2)           in
respect of moving related expenses Incurred in connection with any closing or consolidation of any facility or office; or


 


(3)           not
exceeding $5.0 million in the aggregate outstanding at any time.


 


“Moody’s” means Moody’s
Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.


 


“Nationally Recognized Statistical
Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under
the Securities Act.


 


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


 


(1)           all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and
all Taxes, and Related Taxes, paid or reasonably estimated to be required to be paid or accrued as a liability under GAAP (after
taking into account any otherwise available tax credits or deductions of the Issuers (or any of their Subsidiaries) and any tax
sharing agreements), as a consequence of such Asset Disposition;


 


(2)           all
payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms
of any Lien upon such assets, or which by applicable law be repaid out of the proceeds from such Asset Disposition;


 


(3)           all
distributions and other payments required to be made to minority interest holders (other than any Parent, the Company or any of
its respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition; and


 


(4)           the
deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of GAAP, against any liabilities
associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after
such Asset Disposition.


 


“Net Cash Proceeds,” with
respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees,
accountants’ fees, underwriters’ or placement agents’ fees, listing fees,


 




    	-19-



    	 



    

 


discounts or commissions and brokerage, consultant and other fees
and charges actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance
or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).


 


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


 


“Non-U.S. Person” means
a Person who is not a U.S. Person (as defined in Regulation S).


 


“Note Documents” means the
Notes (including Additional Notes), the Guarantees and this Indenture.


 


“Notes” has the meaning
ascribed to it in the second introductory paragraph of this Indenture.


 


“Notes Custodian” means
the custodian with respect to the Global Notes (as appointed by DTC), or any successor Person thereto and shall initially be the
Trustee.


 


“Oaktree” means, collectively,
Oaktree Capital Management, L.P. and Oaktree Capital Group Holdings, GP, LLC, and funds or partnerships related to, or managed
or advised by any of them or any Affiliate of any of them.


 


“Obligations” means any
principal, 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, without limitation,
reimbursement obligations with respect to letters of credit and banker’s 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 Indebtedness.


 


“Offering” means the offering
of the Notes and the application of the proceeds thereof.


 


“Offering Memorandum” means
the final offering memorandum, dated March 30, 2012 relating to the offering by the Issuers of $265.0 million principal amount
of 9.00% Senior Notes due 2019 and any future offering memorandum relating to Additional Notes.


 


“Officer” means, with respect
to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer,
any Vice President, the Treasurer, any Managing Director, or the Secretary (a) of such Person or (b) if such Person is owned or
managed by a single entity, of such entity, or (2) any other individual designated as an “Officer” for the purposes
of this Indenture by the Board of Directors of such Person.


 


“Officer’s Certificate”
means, with respect to any Person, a certificate signed by one Officer of such Person.


 


“Opinion of Counsel” means
a written opinion from legal counsel reasonably satisfactory to the Trustee. The counsel may be an employee of or counsel to the
Company or its Subsidiaries.


 


“Parent” means any Person
of which the Company at any time is or becomes a Subsidiary after the Issue Date and any holding Company established by any Permitted
Holder for purposes of holding its investment in any Parent.


 


“Parent Expenses” means:


 


	 	(1)	costs (including
                                         all professional fees and expenses) Incurred by any Parent in connection with reporting
                                         obligations under or otherwise Incurred in connection with compliance with applicable
                                         laws, rules or regulations of any governmental, regulatory or self-regulatory body or
                                         stock exchange, the indenture or any other agreement or instrument relating to Indebtedness
                                         of the



 




    	-20-



    	 



    

 


	 		Company or any
                                         Restricted Subsidiary, including in respect of any reports filed with respect to the
                                         Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder;



 


		(2)	customary indemnification
                                         obligations of any Parent owing to directors, officers, employees or other Persons under
                                         its charter or by-laws or pursuant to written agreements with any such Person to the
                                         extent relating to the Company and its Subsidiaries;



 


	 	(3)	obligations
                                         of any Parent in respect of director and officer insurance (including premiums therefor) to the extent relating to the Company and its Subsidiaries;



 


		(4)	general corporate
                                         overhead expenses, including professional fees and expenses and other operational expenses
                                         of any Parent related to the ownership or operation of the business of the Company or
                                         any of its Restricted Subsidiaries; and



 


	 	(5)	expenses
                                         Incurred by any Parent in connection with any public offering or other sale of Capital
                                         Stock or Indebtedness:



 


	 	(x)	where the net
                                         proceeds of such offering or sale are intended to be received by or contributed to the
                                         Company or a Restricted Subsidiary,



 


		(y)	in a prorated amount
                                         of such expenses in proportion to the amount of such net proceeds intended to be so received
                                         or contributed, or



 


		(z)	otherwise on an interim
                                         basis prior to completion of such offering so long as any Parent shall cause the amount
                                         of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out
                                         of the proceeds of such offering promptly if completed.



 


“Pari Passu Indebtedness”
means Indebtedness of the Company which ranks equally in right of payment to the Notes or any Guarantor if such Guarantee ranks
equally in right of payment to the Guarantees of the Notes.


 


“Paying Agent” means any
Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Note on behalf of the Issuers.


 


“Permitted Asset Swap” means
the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and
cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any
cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in
accordance with Section 3.5 hereof.


 


“Permitted Holders” means,
collectively, (1) Oaktree, (2) GE Capital, (3) any one or more Persons, together with such Persons’ Affiliates, whose beneficial
ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with
the requirements of this Indenture, (4) members of management of the Company (or its direct or indirect Parents), (5) any Person
who is acting as an underwriter in connection with a public or private offering of Capital Stock of any Parent or the Company,
acting in such capacity, and (6) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or
any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without
giving effect to the existence of such group or any other group, Oaktree and GE Capital and members of management, collectively,
have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its Parents
held by such group.


 


“Permitted Investment” means
(in each case, by the Company or any of its Restricted Subsidiaries):


 


(1)           Investments
in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Company or (b) a Person (including
the Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary;


 




    	-21-



    	 



    

 


(2)           Investments
in another Person if such Person is engaged in any Similar Business and as a result of such Investment such other Person is merged,
consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Company or
a Restricted Subsidiary;


 


(3)           Investments
in cash, Cash Equivalents or Investment Grade Securities;


 


(4)           Investments
in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business;


 


(5)           Investments
in 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;


 


(6)           Management
Advances;


 


(7)           Investments
received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary
or in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary, or as a
result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization
or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment
or other transfer of title with respect to any secured Investment in default;


 


(8)           Investments
made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an
Asset Disposition;


 


(9)           Investments
existing or pursuant to agreements or arrangements in effect on the Issue Date and any modification, replacement, renewal or extension
thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such
Investment as in existence on the Issue Date or (b) as otherwise permitted under this Indenture;


 


(10)         Hedging
Obligations, which transactions or obligations are Incurred in compliance with Section 3.2(b)(6) hereof;


 


(11)         pledges
or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise
described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 3.6 hereof;


 


(12)         any
Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of any Parent
as consideration;


 


(13)         any
transaction to the extent constituting an Investment that is permitted and made in accordance with Section 3.8(b) hereof (except
those described in Sections 3.8(b)(1), (3), (6), (7), (8), (11) and (13));


 


(14)         Investments
consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual
property, in any case, in the ordinary course of business and in accordance with this Indenture;


 


(15)         (i)
Guarantees not prohibited by Section 3.2 hereof and (other than with respect to Indebtedness) guarantees, keepwells and
similar arrangements in the ordinary course of business and (ii) performance guarantees with respect to obligations incurred by
the Company or any of its Restricted Subsidiaries that are permitted by this Indenture;


 


(16)         Investments
consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions
to the extent not otherwise prohibited by this Indenture;


 




    	-22-



    	 



    

 


(17)         Investments
of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into the Company or merged into or consolidated
with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in
connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;


 


(18)         Investments
consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(19)         contributions
to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case
of a bankruptcy of the Company;


 


(20)         Investments
in joint ventures and Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments
made pursuant to this clause that are at the time outstanding, not to exceed the greater of $15.0 million and 3.0% of Total Assets
at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving
effect to subsequent changes in value); and


 


(21)         additional
Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (21)
that are at that time outstanding, not to exceed the greater of $15.0 million and 3.0% of Total Assets (with the fair market value
of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount
of any distributions, dividends, payments or other returns in respect of such Investments (without duplication for purposes of
Section 3.3 of any amounts applied pursuant to clause (c) of the first paragraph of such covenant); provided that
if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter
be deemed permitted under clause (1) or (2) above and shall not be included as having been made pursuant to this clause (21).


 


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


 


(1)           Liens
on assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of any Restricted Subsidiary that
is not a Guarantor;


 


(2)           pledges,
deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation,
or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance
arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases,
or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance
bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes
or import or customs duties or for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary
course of business;


 


(3)           Liens
imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s and repairmen’s
or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested
in good faith by appropriate proceedings;


 


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


 


(5)           encumbrances,
ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others
for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building
codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real
properties or Liens incidental to the conduct of the business of the Company and its Restricted Subsidiaries or to the


 




    	-23-



    	 



    

 


ownership of their properties which
do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation
of the business of the Company and its Restricted Subsidiaries;


 


(6)           Liens
(a) on assets or property of the Company or any Restricted Subsidiary securing Hedging Obligations or Cash Management Services
permitted under this Indenture; (b) that are contractual rights of set-off or, in the case of clause (i) or (ii) below, other
bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers
of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness, (ii) relating to pooled
deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business
of the Company or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the
Company or any Restricted Subsidiary in the ordinary course of business; (c) on cash accounts securing Indebtedness incurred under
Section 3.2(b)(8)(ii) with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits
and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business,
consistent with past practice and not for speculative purposes; and/or (e) (i) of a collection bank arising under Section 4-210
of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter
of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the
maintenance of such accounts and (iii) arising under customary general terms of the account bank in relation to any bank account
maintained with such bank and attaching only to such account and the products and proceeds thereof, which Liens, in any event,
do not to secure any Indebtedness;


 


(7)           leases,
licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered
into in the ordinary course of business;


 


(8)           Liens
arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate legal proceedings
which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or
the period within which such proceedings may be initiated has not expired;


 


(9)           Liens
(i) on assets or property of the Company or any Restricted Subsidiary for the purpose of securing Capitalized Lease Obligations
or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Indebtedness
Incurred to finance or refinance the acquisition, improvement or construction of, assets or property acquired or constructed in
the ordinary course of business; provided that (a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise
permitted to be Incurred under this Indenture and (b) any such Lien may not extend to any assets or property of the Company or
any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness
and any improvements or accessions to such assets and property and (ii) any interest or title of a lessor under any Capitalized
Lease Obligation or operating lease;


 


(10)         Liens
arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding
operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;


 


(11)         Liens
existing on the Issue Date, excluding Liens securing the Credit Agreement;


 


(12)         Liens
on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time
the Company or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means
of a merger, consolidation or other business combination transaction with or into the Company or any Restricted Subsidiary); provided,
however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming
a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided, further, that such Liens are
limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions
in connection with the original property,


 




    	-24-



    	 



    

 


other assets or stock) that secured
(or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;


 


(13)         Liens
on assets or property of the Company or any Restricted Subsidiary securing Indebtedness or other obligations of the Company or
such Restricted Subsidiary owing to the Company or another Restricted Subsidiary, or Liens in favor of the Company or any Restricted
Subsidiary;


 


(14)         Liens
securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted to be secured
under this Indenture; provided that any such Lien is limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under
which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be
the security for or subject to a Permitted Lien hereunder;


 


(15)         (a)
mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government,
statutory or regulatory authority, developer, landlord or other third party on property over which the Company or any Restricted
Subsidiary of the Company has easement rights or on any leased property and subordination or similar arrangements relating thereto
and (b) any condemnation or eminent domain proceedings affecting any real property;


 


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


 


(17)         Liens
on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or
partial payments by a third party relating to such property or assets;


 


(18)         Liens
arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered
into in the ordinary course of business;


 


(19)         Liens
securing Indebtedness permitted to be Incurred under Credit Facilities, including any letter of credit facility relating thereto,
that was permitted by the terms of this Indenture to be Incurred pursuant to Section 3.2(b)(1);


 


(20)         Liens
Incurred to secure Obligations in respect of any Indebtedness permitted by Section 3.2(b)(7);


 


(21)         [reserved];


 


(22)         Liens
on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;


 


(23)         any
security granted over the marketable securities portfolio described in clause (9) of the definition of “Cash Equivalents”
in connection with the disposal thereof to a third party;


 


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


 


(25)         Liens
on equipment of the Company or any Restricted Subsidiary and located on the premises of any client or supplier in the ordinary
course of business;


 


(26)         Liens
on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of
contracts to sell such assets or securities if such sale is otherwise permitted by this Indenture;


 




    	-25-



    	 



    

 


(27)         Liens
arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens,
pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations
of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers;


 


(28)         Liens
solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement permitted hereunder;


 


(29)         Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Permitted Investments
to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any property in an asset
sale permitted under Section 3.5, in each case, solely to the extent such Investment or asset sale, as the case may be, would
have been permitted on the date of the creation of such Lien;


 


(30)         Liens
securing Indebtedness and other obligations in an aggregate principal amount not to exceed $15.0 million at any one time outstanding;
and


 


(31)         Liens
Incurred to secure Obligations in respect of any Indebtedness permitted to be Incurred pursuant to the covenant described under
Section 3.2; provided that, with respect to liens securing Obligations permitted under this clause, at the time
of incurrence and after giving pro forma effect thereto, the Consolidated Secured Leverage Ratio would be no greater than 2.00
to 1.0; provided further that, for purposes of calculating the Consolidated Secured Leverage Ratio pursuant to this clause
the total amount of Indebtedness permitted to be Incurred pursuant to Section 3.2(b)(1) shall be deemed to be outstanding
and secured by Liens; .


 


For purposes of this definition, the term Indebtedness shall be
deemed to include interest on such Indebtedness including interest which increases the principal amount of such Indebtedness.


 


“Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability
company, government or any agency or political subdivision thereof or any other entity.


 


“Predecessor Note” of any
particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note;
and, for the purposes of this definition, any Note authenticated and delivered under Section 2.11 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Note.


 


“Preferred Stock,” as applied
to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to
the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.


 


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


 


“QIB” means any “qualified
institutional buyer” as such term is defined in Rule 144A.


 


“Refinance” means refinance,
refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including
pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced”
and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning.


 


“Refinancing Indebtedness”
means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) any Indebtedness existing on


 




    	-26-



    	 



    

 


the date of this Indenture or Incurred in compliance with this
Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of
any Restricted Subsidiary that refinances Indebtedness of the Company or another Restricted Subsidiary) including Indebtedness
that refinances Refinancing Indebtedness; provided, however, that:


 


(1)           if
the Indebtedness being refinanced constitutes Subordinated Indebtedness, the Refinancing Indebtedness has a final Weighted Average
Life to Maturity at the time such Refinancing Indebtedness is Incurred that is the same as or greater than the final Weighted
Average Life Maturity of the Indebtedness being refinanced or, if less, the Notes and such Refinancing Indebtedness is subordinated
to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness
being refinanced; and


 


(2)           shall
not include:


 


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


 


(ii)           Indebtedness,
Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock
or Preferred Stock of an Unrestricted Subsidiary.


 


Refinancing Indebtedness in respect of any
Credit Facility or any other Indebtedness may be Incurred from time to time after the termination, discharge or repayment of any
such Credit Facility or other Indebtedness.


 


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


 


“Regulation S-X” means Regulation
S-X under the Securities Act.


 


“Related Taxes” means, without
duplication:


 


(1)           any
Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital,
registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes (other than (x) Taxes
measured by income and (y) withholding imposed on payments made by any Parent), required to be paid (provided such Taxes
are in fact paid) by any Parent by virtue of its:


 


(a)           being
organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation
or other entity other than, directly or indirectly, the Company or any of the Company’s Subsidiaries);


 


(b)           being
a holding company parent, directly or indirectly, of the Company or any of the Company’s Subsidiaries;


 


(c)           receiving
dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Company or any of the Company’s
Subsidiaries; or


 


(d)           having
made any payment in respect to any of the items for which the Company is permitted to make payments to any Parent pursuant to
Section 3.3;


 


(2)           if
and for so long as an Issuer is a member of a group filing a consolidated, unitary or combined tax return with any Parent, any
Taxes measured by income for which such Parent is liable up to an amount not to exceed with respect to such Taxes the amount of
any such Taxes that such Issuer and its Subsidiaries would have been required to pay on a separate company basis or on a consolidated
basis if


 




    	-27-



    	 



    

 


such Issuer and its Subsidiaries had
paid tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of such
Issuer and its Subsidiaries; and


 


(3)           for
any taxable period (or portion thereof corresponding to a period used for computing estimated tax of a calendar year corporation)
ending after the Issue Date for which an Issuer is a partnership or disregarded entity for U.S. federal income tax purposes, tax
distributions (in the case of an estimated tax period, prior to the related due date) to the owner or owners of equity of the
Issuer in an aggregate amount equal to the product of (i) the Issuer’s “taxable income” (in the case of a disregarded
entity, computed as if such entity were a partnership) for such period (or portion thereof), reduced by the cumulative net taxable
loss of the Issuer for all prior periods ending after the Issue Date (determined as if all such prior periods were one taxable
period) to the extent such loss is of a character that would permit such loss to be deducted against the current period’s
income, and (ii) the highest combined marginal federal, state and/or local income tax rate applicable to any direct or (through
a partnership or other pass-through entity) indirect equity holder of the Issuer for such period (taking into account (x) the
deductibility of state and local income taxes for U.S. federal income tax purposes and (y) the character (e.g., long-term or short-term
capital gain or ordinary or exempt) of the applicable income), as properly adjusted to reflect the final determination of any
previously estimated taxable income or loss.


 


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


 


“Restricted Notes” means
Initial Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(d).


 


“Restricted Notes Legend”
means the legend set forth in Section 2.1(d)(1) and, in the case of the Temporary Regulation S Global Note, the legend
set forth in Section 2.1(d)(2).


 


“Restricted Subsidiary”
means any Subsidiary of the Company other than an Unrestricted Subsidiary.


 


“Reversion Date” means,
during any period of time during which the Company and the Restricted Subsidiaries are not subject to Sections 3.2, 3.3,
3.4, 3.5, 3.7, 3.8 and 4.1(a)(3) (collectively, the “Suspended Covenants”)
as a result of a Covenant Suspension, the date on which the Notes cease to have Investment Grade Status or a Default or Event
of Default occurs and is continuing, and after which date the Suspended Covenants will thereafter be reinstated as if such covenants
had never been suspended and such Suspended Covenants will be applicable pursuant to the terms of this Indenture (including in
connection with performing any calculation or assessment to determine compliance with the terms of this Indenture).


 


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


 


“S&P” means Standard
& Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical
Rating Organization.


 


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


 


“SEC” means the U.S. Securities
and Exchange Commission or any successor thereto.


 


“Secured Indebtedness” means
any Indebtedness secured by a Lien other than Indebtedness with respect to Cash Management Services.


 


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


 




    	-28-



    	 



    

 


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


 


“Similar Business” means
(a) any businesses, services or activities engaged in by the Company or any of its Subsidiaries or any Associates on the Issue
Date and (b) any businesses, services and activities engaged in by the Company or any of its Subsidiaries that are related, complementary,
incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.


 


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


 


“Subordinated Indebtedness”
means, with respect to any person, any Indebtedness (whether outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinated in right of payment to the Notes pursuant to a written agreement.


 


“Subsidiary” means, with
respect to any Person:


 


(1)           any
corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof;
or


 


(2)           any
partnership, joint venture, limited liability company or similar entity of which:


 


(a)           more
than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise;
and


 


(b)           such
Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


“Taxes” means all present
and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar nature (including
interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.


 


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


 


“Total Assets” mean, as
of any date, the total consolidated assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on
the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries, determined on a pro forma basis
in a manner consistent with the pro forma basis contained in the definition of Leverage Ratio.


 


“Transactions” means the
acquisition of Millennium Radio Group, LLC, the acquisition of Double O Corporation, the entry into the Revolving Credit Facility
and the application of the proceeds thereof and the Offering.


 


“Treasury Rate” means the
yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15


(519) which has become publicly available at least two Business
Days (but not more than five Business Days) prior


 




    	-29-



    	 



    

 


to the redemption date (or, if such statistical release is not
so published or available, any publicly available source of similar market data selected by the Company in good faith)) most nearly
equal to the period from the redemption date to April 1, 2015; provided, however, that if the period from the redemption
date to April 1, 2015 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the
redemption date to such applicable date is less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be used.


 


“Trustee” means the party
named as such in this Indenture until a successor replaces it and, thereafter, means the successor.


 


“Trust Officer” shall mean,
when used with respect to the Trustee, any vice president, assistant vice president, any trust officer or any other officer of
the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the administration of this Indenture.


 


“Unrestricted Subsidiary”
means:


 


(1)           any
Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors
of the Company in the manner provided below); and


 


(2)           any
Subsidiary of an Unrestricted Subsidiary.


 


The Board of Directors of the Company may designate any Subsidiary
of the Company, respectively, (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through
merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only
if:


 


(1)           such
Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property
of, the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise
an Unrestricted Subsidiary; and


 


(2)           such
designation and the Investment of the Company in such Subsidiary complies with Section 3.3 hereof.


 


“U.S. Government Obligations”
means securities that are (1) direct obligations of the United States of America for the timely payment of which its full faith
and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of
the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and
shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with
respect to any such U.S.  Government Obligations or a specific payment of principal of or interest on any such U.S. Government
Obligations held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal
of or interest on the U.S. Government Obligations evidenced by such depositary receipt.


 


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


 


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


 




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


 


(2)          the
sum of all such payments.


 


“Wholly Owned Domestic Subsidiary”
means a Domestic Subsidiary of the Company, all of the Capital Stock of which is owned by the Company or a Guarantor.


 


SECTION 1.2.           Other
Definitions.


 


	Term	 	Defined in

    Section
	 	 	 
	“Additional Restricted Notes” 	 	2.1(b)
	 	 	 
	“Affiliate Transaction” 	 	3.8(a)
	 	 	 
	“Agent Members”	 	2.1(e)(2)
	 	 	 
	“Asset Disposition Offer”	 	3.5(b)
	 	 	 
	“Authenticating Agent” 	 	2.2
	 	 	 
	“Automatic Exchange” 	 	2.6(e)
	 	 	 
	“Automatic Exchange Date”	 	2.6(e)
	 	 	 
	“Automatic Exchange Notice”	 	2.6(e)
	 	 	 
	“Automatic Exchange Notice Date” 	 	2.6(e)
	 	 	 
	“Change of Control Offer” 	 	3.9(a)
	 	 	 
	“Change of Control Payment” 	 	3.9(a)
	 	 	 
	“Change of Control Payment Date”	 	3.9(a)(2)
	 	 	 
	“Clearstream” 	 	2.1(b)
	 	 	 
	“Covenant Defeasance”	 	8.3
	 	 	 
	“Defaulted  Interest” 	 	2.15
	 	 	 
	“Euroclear”	 	2.1(b)
	 	 	 
	“Event of Default”	 	6.1
	 	 	 
	“Excess Proceeds” 	 	3.5(b)
	 	 	 
	“Global Notes” 	 	2.1(b)




 




    	-31-



    	 



    

 


	Term	 	Defined in

    Section
	 	 	 
	“Guaranteed Obligations”	 	10.1
	 	 	 
	“Initial Lien”	 	3.6
	 	 	 
	“Institutional Accredited Investor Global Note”	 	2.1(b)
	 	 	 
	“Institutional Accredited Investor Notes”	 	2.1(b)
	 	 	 
	“Issuer Order”	 	2.2
	 	 	 
	“Legal Defeasance”	 	8.2
	 	 	 
	“Legal Holiday”	 	12.8
	 	 	 
	“Notes Register”	 	2.3
	 	 	 
	“Permanent Regulation S Global Note”	 	2.1(b)
	 	 	 
	“protected purchaser”	 	2.11
	 	 	 
	“Redemption Date”	 	5.7(a)
	 	 	 
	“Registrar” 	 	2.3
	 	 	 
	“Regulation S Global Note” 	 	2.1(b)
	 	 	 
	“Regulation S Notes”	 	2.1(b)
	 	 	 
	“Resale Restriction Termination Date” 	 	2.6(b)
	 	 	 
	“Restricted Global Note”	 	2.6(e)
	 	 	 
	“Restricted  Payments” 	 	3.3(a)
	 	 	 
	“Restricted  Period” 	 	2.1(b)
	 	 	 
	“Rule 144A Global Note”	 	2.1(b)
	 	 	 
	“Rule 144A Notes” 	 	2.1(b)
	 	 	 
	“Special Interest Payment Date”	 	2.15(a)
	 	 	 
	“Special Record Date”	 	2.15(a)
	 	 	 
	“Successor Company” 	 	4.1(a)(1)
	 	 	 
	“Suspension Period” 	 	3.21
	 	 	 
	“Temporary Regulation S Global Note”	 	2.1(b)




 




    	-32-



    	 



    

 


	Term	 	Defined in

    Section
	 	 	 
	“Unrestricted Global Note” 	 	2.6(e)




 


SECTION 1.3.        Incorporation
by Reference of Trust Indenture Act.   This Indenture is subject to the mandatory provisions of the TIA which are incorporated
by reference in and made a part of this Indenture. The following TIA terms have the following meanings:


 


“Commission” means
the SEC.


 


“indenture securities”
means the Notes.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Trustee.


 


“obligor” on the
indenture securities means the Issuers and any other obligor on the indenture securities.


 


All other TIA terms used in this Indenture
that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings assigned
to them by such definitions.


 


SECTION 1.4.       Rules
of Construction.   Unless the context otherwise requires:


 


(1)           a
term has the meaning assigned to it;


 


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


 


(3)           “or”
is not exclusive;


 


(4)           “including”
means including without limitation;


 


(5)           words
in the singular include the plural and words in the plural include the singular;


 


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


 


(7)           the
principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;


 


(8)           the
principal amount of any preferred stock shall be (i) the maximum liquidation value of such preferred stock or (ii) the maximum
mandatory redemption or mandatory repurchase price with respect to such preferred stock, whichever is greater;


 


(9)           all
amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of the United States
of America;


 


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


 




    	-33-



    	 



    

 


(11)         unless
otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated
with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary
were not an Affiliate of such Person.


 


ARTICLE II


 


THE NOTES


 


SECTION 2.1.        Form,
Dating and Terms.


 


(a)           The
aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Notes
issued on the date hereof will be in an aggregate principal amount of $265,000,000. In addition, the Issuers may issue, from time
to time in accordance with the provisions of this Indenture, Additional Notes (as provided herein). Furthermore, Notes may be
authenticated and delivered upon registration of transfer, exchange or in lieu of, other Notes pursuant to Sections 2.2,
2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section
3.5 or in connection with a Change of Control Offer pursuant to Section 3.9.


 


Notwithstanding anything to the contrary
contained herein, the Issuers may not issue any Additional Notes, unless such issuance is in compliance with Sections 3.2 and
3.6.


 


With respect to any Additional Notes, the Issuers
shall set forth in (1) a Board Resolution and (2) (i) an Officer’s Certificate and (ii) one or more indentures supplemental
hereto, the following information:


 


(A)          the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;


 


(B)          the
issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and


 


(C)          whether
such Additional Notes shall be Restricted Notes.


 


In authenticating and delivering Additional
Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel
and Officer’s Certificate required by Section 12.2, an Opinion of Counsel as to the due authorization, execution,
delivery, validity and enforceability of such Additional Notes.


 


The Initial Notes and the Additional Notes
shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes and the Additional
Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none
of the Holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any
matter to which such Holders are entitled to vote or consent.


 


If any of the terms of any Additional Notes
are established by action taken pursuant to Board Resolutions of the Issuers, a copy of an appropriate record of such action shall
be certified by the Secretary or any Assistant Secretary of the Issuers and delivered to the Trustee at or prior to the delivery
of the Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.


 


(b)           The
Initial Notes are being offered and sold by the Issuers pursuant to a Purchase Agreement, dated March 30, 2012, among the Issuers
and the Initial Purchasers. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional
Restricted Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance
on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers
in reliance on Regulation S, AIs and IAIs in accordance with Rule 501 under the Securities Act, in each case, in accordance with
the procedure described herein.


 




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Additional Notes offered after the date hereof may be offered and
sold by the Issuers from time to time pursuant to one or more purchase agreements in accordance with applicable law.


 


Initial Notes and Additional Restricted Notes
offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall
be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by
reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the “Rule
144A Global Note”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuers and authenticated
by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required
by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal
amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for DTC or its nominee, as hereinafter provided.


 


Initial Notes and any Additional Restricted
Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation
S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”).
Beneficial interests in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent
global Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the “Permanent
Regulation S Global Note” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global
Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of
the certification contemplated by Section 2.7. Each Regulation S Global Note will be deposited upon issuance with, or on
behalf of, the Trustee as custodian for DTC in the manner described in this Article II. Prior to the 40th day after the
later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th
day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred
to non-U.S. persons pursuant to Regulation S, unless exchanged for interests in a Global Note in accordance with the transfer
and certification requirements described herein.


 


Investors may hold their interests in the Regulation
S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly
through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants
in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests
in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their
respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable
Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC.


 


The Regulation S Global Note may be represented
by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by
a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.


 


Initial Notes and Additional Restricted Notes
resold to IAIs (the “Institutional Accredited Investor Notes”) in the United States of America shall be issued
in the form of a permanent global Note substantially in the form of Exhibit A including appropriate legends as set forth in Section
2.1(d) (the “Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian
for DTC, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor
Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global
Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or
its nominee, as hereinafter provided.


 


Initial Notes and Additional Restricted Notes
resold to AIs in the United States of America shall be issued in the form of a Definitive Note substantially in the form of Exhibit
A including the legend as set forth in Section 2.1(d)(5)  (an “Accredited Investor Note”).


 




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The Rule 144A Global Note, the Regulation S
Global Note and, the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the “Global
Notes.”


 


The principal of (and premium, if any) and
interest on the Notes shall be payable at the office or agency of Paying Agent designated by the Issuers maintained for such purpose
(which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Issuers
as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of
the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as
such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained
by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including
principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified
by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held
by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made in accordance
with the Notes Register, or by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).


 


The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and in Section 2.1(d).
The Issuers shall approve any notation, endorsement or legend on the Notes. Each Note shall be dated the date of its authentication.
The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and, to the extent applicable, the
Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such
terms.


 


(c)           Denominations.
The Notes shall be issuable only in fully registered form in minimum denominations of $2,000 and any integral multiple of $1,000
in excess thereof.


 


(d)           Restrictive
Legends. Unless and until (i) an Initial Note or an Additional Note issued as a Restricted Note is sold under an effective
registration statement or (ii) the Issuers receive an Opinion of Counsel satisfactory to it to the effect that neither such legend
nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act:


 


(1)           the
Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Accredited Investor
Global Note shall bear the following legend on the face thereof:


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF TOWNSQUARE THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER
THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF TOWNSQUARE SO REQUESTS), (ii) TO TOWNSQUARE, OR (iii)


 




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PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND,
IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION,
AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY
OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


 


IN THE CASE OF THE REGULATION S GLOBAL NOTE: BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.


 


BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY
SUBSEQUENT TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR
HOLDING SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION
3(3) OF ERISA) THAT IS SUBJECT TO ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), (C) ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY
REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN OR CHURCH PLAN
SUBJECT TO SUCH PROVISIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”)
OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE DISPOSITION
OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER ERISA OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR
LAW.


 


(2)           the
Temporary Regulation S Global Note shall bear the following additional legend on the face thereof:


 


THIS SECURITY IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE
EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1)
A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT. BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH
THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.


 


(3)           Each
Global Note, whether or not an Initial Note, shall bear the following legend on the face thereof:


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
ISSUERS 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.


 




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TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 


(4)           Each
Accredited Investor Note shall bear the following legend on the face thereof:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


 


THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF
(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
(B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS
MADE, OR (C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT AND (2) AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED
SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE ISSUERS’ RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUERS, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION
OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.


 


BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY
SUBSEQUENT TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR
HOLDING SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION
3(3) OF ERISA) THAT IS SUBJECT TO ERISA, (B) A “PLAN” DESCRIBED IN


 




    	-38-



    	 



    

 


SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”), (C) ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON
OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT
TO SUCH PROVISIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”)
OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE DISPOSITION
OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER ERISA OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR
LAW.


 


(e)           Book-Entry
Provisions. (i) This Section 2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC.


 


(1)           Each
Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Notes Custodian
for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Note (but not a beneficial interest
therein) will be limited to transfers thereof in whole, but not in part, to the DTC, its successors or its respective nominees,
except as set forth in Section 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or
exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount
of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a
like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred
to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global
Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global
Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable
to beneficial interests in such other Global Note for as long as it remains such an interest.


 


(2)           Members
of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any
Global Note held on their behalf by DTC or by the Notes Custodian as the custodian of DTC or under such Global Note, and DTC may
be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Note for
all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of
the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair,
as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder
of a beneficial interest in any Global Note.


 


(3)           In
connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.1(f) to beneficial
owners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the date and a decrease
in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global
Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one
or more Definitive Notes of like tenor and amount.


 


(4)           In
connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.1(f), such Global Note
shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate
and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global
Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.


 


(5)           The
registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that
may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.


 




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(6)           Any
Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global
Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii)
any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall
be required to be reflected in a book entry.


 


(f)           Definitive
Notes.   (ii) Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive
Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note
if (A) DTC notifies the Issuers that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to
be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as
depositary, and in each case a successor depositary is not appointed by the Issuers within 90 days of such notice, (B) the Issuers
in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global
Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written
request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause
(A), (B) or (C) of the preceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive
Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing
a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must,
until one year after the last date on which either the Issuers or any affiliate of the Issuers was an owner of the Note, be in
the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do
so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial
interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures.


 


(1)           Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise
provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set
forth in Section 2.1(d).


 


(2)           If
a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive
Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange
and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive
Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder
a new Definitive Note representing the principal amount not so transferred.


 


(3)           If
a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being
transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one
or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of
such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in the
case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange
involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall
authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having
an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, registered in
the name of the Holder thereof.


 


(4)           Notwithstanding
anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial
interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.


 


SECTION 2.2.        Execution
and Authentication.   One Officer shall sign the Notes for the Issuers by manual or facsimile signature. If the Officer whose
signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.


 




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A Note shall not be valid until an authorized
officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that
such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for
original issue on the Issue Date in an aggregate principal amount of $265,000,000, (2) subject to the terms of this Indenture,
Additional Notes for original issue in an unlimited principal amount, (3) under the circumstances set forth in Section 2.6(e),
Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuers signed by one Officer
(the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes
or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated,
the holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes.


 


The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Issuers to authenticate the Notes. Any such appointment shall be evidenced by an
instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment,
any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar,
Paying Agent or agent for service of notices and demands.


 


In case the Issuers or any Guarantor, pursuant
to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall
convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the
successor Person resulting from such consolidation, or surviving such merger, or into which the Issuers or any Guarantor shall
have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall
have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated
or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required),
from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance
of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order
of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of
such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this
Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the
option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes
authenticated and delivered in such new name.


 


SECTION 2.3.       Registrar and Paying Agent.   The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the
“Registrar”) and an office or agency where Notes may be presented for payment. The Registrar shall keep a register
of the Notes and of their transfer and exchange (the “Notes Register”). The Issuers may have one or more co-registrars
and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term
“Registrar” includes any co-registrar.


 


The Issuers shall enter into an appropriate
agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Issuers shall notify the Trustee in writing of the name and address of each such
agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.7. The Issuers or any Guarantor may act as Paying Agent, Registrar or transfer
agent.


 


The Issuers initially appoint the Trustee as
Registrar and Paying Agent for the Notes. The Issuers may change any Registrar or Paying Agent without prior notice to the Holders,
but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal
shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered
into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage
of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee


 




    	-41-



    	 



    

 


shall serve as Registrar or Paying Agent until the appointment
of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to
the Issuers and the Trustee.


 


SECTION 2.4.       Paying
Agent to Hold Money in Trust.   By no later than 10:00 a.m. (Eastern time) on the date on which any principal of, premium, if
any, or interest on any Note is due and payable, the Issuers shall deposit with the Paying Agent a sum sufficient in immediately
available funds to pay such principal, premium or interest when due. The Issuers shall require each Paying Agent (other than the
Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held
by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been
distributed to it by the Issuers or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuers
or any Guarantor in making any such payment and shall during the continuance of any default by the Issuers (or any other obligor
upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver
to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting
thereof. If the Issuers or a Subsidiary of the Issuers acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent (other than the Trustee) to pay
all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. Upon complying with
this Section 2.4, the Paying Agent (if other than the Issuers or a Subsidiary of the Issuers) shall have no further liability
for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuers,
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 Holders. If the Trustee is not the Registrar, the Issuers, on their own behalf and on behalf of each
of the Guarantors, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five 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 Holders.


 


SECTION 2.6.       Transfer
and Exchange.


 


(a)           A
Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein)
for another Note or Notes of any authorized denomination by presenting to the Registrar a written request therefor stating the
name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required
by this Section 2.6. The Registrar will promptly register any transfer or exchange that meets the requirements of this
Section 2.6 by noting the same in the Notes Register maintained by the Registrar for the purpose, and no transfer or exchange
will be effective until it is registered in such Notes Register. The transfer or exchange of any Note (or a beneficial interest
therein) may only be made in accordance with this Section 2.6 and Section 2.1(e) and 2.1(f), as applicable,
and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and
Clearstream. The Registrar shall refuse to register any requested transfer or exchange that does not comply with this paragraph.


 


(b)           Transfers
of Rule 144A Notes and Institutional Accredited Investor Notes.   The following provisions shall apply with respect to any proposed
registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date that is one year after
the later of the date of its original issue and the last date on which the Issuers or any Affiliate of the Issuers was the owner
of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):


 


(1)           a
registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to
a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Note that it is purchasing
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, 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 Issuers 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
its foregoing representations in order to claim the exemption from registration provided by Rule 144A; provided that no
such written representation or other written certification


 




    	-42-



    	 



    

 


shall be required in connection with
the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a beneficial interest in that
Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC.


 


(2)           a
registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to
an IAI or an AI shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth
in Section 2.8 or Section 2.10, respectively, from the proposed transferee and the delivery of an Opinion of Counsel,
certification and/or other information satisfactory to it; and


 


(3)           a
registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to
a Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth
in Section 2.9 from the proposed transferee and the delivery of an Opinion of Counsel, certification and/or other information
satisfactory to it.


 


(c)           Transfers
of Regulation S Notes.   The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior
to the expiration of the Restricted Period:


 


(1)           a
transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee,
in the form of assignment on the reverse of the certificate, that it is purchasing the 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, 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 Issuers 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 its foregoing representations in order
to claim the exemption from registration provided by Rule 144A;


 


(2)           a
transfer of a Regulation S Note or a beneficial interest therein to an IAI or an AI shall be made upon receipt by the Registrar
or its agent of a certificate substantially in the form set forth in Section 2.8 or Section 2.10, respectively,
from the proposed transferee and the delivery of an Opinion of Counsel, certification and/or other information satisfactory to
the Issuers; and


 


(3)           a
transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar
or its agent of a certificate substantially in the form set forth in Section 2.9 hereof from the proposed transferee and
receipt by the Registrar or its agent of an Opinion of Counsel, certification and/or other information satisfactory to the Issuers.


 


After the expiration of the Restricted Period,
interests in the Regulation S Note may be transferred in accordance with applicable law without requiring the certification set
forth in Section 2.8, Section 2.9, Section 2.10 or any additional certification.


 


(d)           Restricted
Notes Legend.   Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall
deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted
Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (1) an Initial Note is being transferred
pursuant to an effective registration statement, (2) Initial Notes are being exchanged for Notes that do not bear the Restricted
Notes Legend in accordance with Section 2.6(e) or (3) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Issuers to the effect that neither such legend nor the related restrictions on transfer are required in order
to maintain compliance with the provisions of the Securities Act. Any Additional Notes sold in a registered offering shall not
be required to bear the Restricted Notes Legend.


 


(e)           Automatic
Exchange from Global Note Bearing Restricted Notes Legend to Global Note Not Bearing Restricted Notes Legend.   Upon
the Issuers’ satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with
the Securities Act, beneficial interests in a Global Note bearing the Restricted Notes Legend (a “Restricted Global Note”)
may be automatically exchanged into beneficial interests in a


 




    	-43-



    	 



    

 


Global Note not bearing the Restricted Notes Legend (an “Unrestricted
Global Note”) without any action required by or on behalf of the Holder (the “Automatic Exchange”)
at any time on or after the date that is the 366th calendar day after (1) with respect to the Notes issued on the Issue Date,
the Issue Date or (2) with respect to Additional Notes, if any, the issue date of such Additional Notes, or, in each case, if
such day is not a Business Day, on the next succeeding Business Day (the “Automatic Exchange Date”). Upon the
Issuers’ satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with
the Securities Act, the Issuers shall (i) provide written notice to DTC and the Trustee at least fifteen (15) calendar days prior
to the Automatic Exchange Date, instructing DTC to exchange all of the outstanding beneficial interests in a particular Restricted
Global Note to the Unrestricted Global Note, which the Issuers shall have previously otherwise made eligible for exchange with
the DTC, (ii) provide prior written notice (the “Automatic Exchange Notice”) to each Holder at such Holder’s
address appearing in the register of Holders at least fifteen (15) calendar days prior to the Automatic Exchange Date (the “Automatic
Exchange Notice Date”), which notice must include (w) the Automatic Exchange Date, (x) the section of this Indenture
pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP” number of the Restricted Global Note from which
such Holder’s beneficial interests will be transferred and (z) the “CUSIP” number of the Unrestricted Global
Note into which such Holder’s beneficial interests will be transferred, and (iii) on or prior to the Automatic Exchange
Date, deliver to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Issuers and an Issuer
Order requesting the Trustee to authenticate, in an aggregate principal amount equal to the aggregate principal amount of Restricted
Global Notes to be exchanged into such Unrestricted Global Notes. At the Issuers’ written request on no less than five (5)
calendar days’ notice prior to the Automatic Exchange Notice Date, the Trustee shall deliver, in the Issuers’ names
and at their expense, the Automatic Exchange Notice to each Holder at such Holder’s address appearing in the register of
Holders; provided that the Issuers have delivered to the Trustee the information required to be included in such Automatic
Exchange Notice.


 


Notwithstanding anything to the contrary in
this Section 2.6(e), during the fifteen (15) calendar day period prior to the Automatic Exchange Date, no transfers or
exchanges other than pursuant to this Section 2.6(e) shall be permitted without the prior written consent of the Issuers.
As a condition to any Automatic Exchange, the Issuers shall provide, and the Trustee shall be entitled to conclusively rely upon,
an Officer’s Certificate and Opinion of Counsel to the Issuers to the effect that the Automatic Exchange shall be effected
in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend
shall no longer be required in order to maintain compliance with the Securities Act and that the aggregate principal amount of
the particular Restricted Global Note is to be transferred to the particular Unrestricted Global Note by adjustment made on the
records of the Trustee, as custodian for the Depositary to reflect the Automatic Exchange. Upon such exchange of beneficial interests
pursuant to this Section 2.6(e), the aggregate principal amount of the Global Notes shall be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary, to reflect the relevant increase or decrease
in the principal amount of such Global Note resulting from the applicable exchange. The Restricted Global Note from which beneficial
interests are transferred pursuant to an Automatic Exchange shall be cancelled following the Automatic Exchange.


 


(f)           Retention
of Written Communications.   The Registrar shall retain copies of all letters, notices and other written communications received
pursuant to Section 2.1 or this Section 2.6. The Issuers shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice
to the Registrar.


 


(g)           Obligations
with Respect to Transfers and Exchanges of Notes.   To permit registrations of transfers and exchanges, the Issuers shall, subject
to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes
at the Issuers’ and Registrar’s written request.


 


No service charge shall be made to a Holder
for any registration of transfer or exchange, but the Issuers may require the Holder to pay a sum sufficient to cover any transfer
tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments
or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13,
3.5, 5.6 or 9.5).


 


The Issuers (and the Registrar) shall not
be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the mailing
of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15
calendar days before an interest payment


 




    	-44-



    	 



    

 


date and ending on such interest payment date or (B) called for
redemption, except the unredeemed portion of any Note being redeemed in part.


 


Prior to the due presentation for registration
of transfer of any Note, the Issuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name
a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject
to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for
all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is
overdue, and none of the Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


Any Definitive Note delivered in exchange
for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d),
bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d).


 


All Notes issued upon any transfer or exchange
pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture
as the Notes surrendered upon such transfer or exchange.


 


(h)           No
Obligation of the Trustee.   (1) Neither the Trustee nor the Registrar shall have any responsibility or obligation to any beneficial
owner of a Global Note, a member of, or a participant in, DTC or 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 to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice
of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with
respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect
of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in
the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to
the applicable rules and procedures of DTC. 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.


 


Neither the Trustee nor the Registrar shall
have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between
or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither
the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by DTC.


 




    	-45-



    	 



    

 


SECTION 2.7.       Form of Certificate
to be Delivered upon Termination of Restricted Period.


 


[Date]


 


Townsquare Radio, LLC


Townsquare Radio, Inc.


240 Greenwich Avenue


Greenwich, CT 06830


Attention: Chief Financial Officer


Facsimile: (203) 861-0920


 


Wilmington Trust, National Association, as Trustee


246 Goose Lane, Suite 105


Guilford, Connecticut 06437-2186


Attention: Townsquare Radio Administrator


Telecopy: 203-453-1183


 


with a copy to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Attention: Joshua Korff, Esq.


Facsimile: (212) 446-4900


 


	Re:	 	Townsquare
                                         Radio, LLC, (the “Company”) and Townsquare Radio, Inc. (“Finance”
                                         and, together with the Company, the “Issuers”)



 


9.00% Senior Notes
due 2019 (the “Notes”)


 


Ladies and Gentlemen:


 


This letter relates to Notes represented by
a temporary global Note (the “Temporary Regulation S Global Note”). Pursuant to Section 2.1 of
the Indenture dated as of April 4, 2012 relating to the Notes (the “Indenture”), we hereby certify that the
persons who are the beneficial owners of $[_______] principal amount of Notes represented by the Temporary Regulation S Global
Note are persons outside the United States to whom beneficial interests in such Notes could be transferred in accordance with
Rule 904 of Regulation S promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to issue
a Permanent Regulation S Global Note representing the undersigned’s interest in the principal amount of Notes represented
by the Temporary Regulation S Global Note, all in the manner provided by the Indenture. We certify that we [are][are not] an Affiliate
of the Issuers.


 


The Trustee and the Issuers are entitled to
conclusively 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
letter have the meanings set forth in Regulation S.


 





	 	Very truly yours,
	 	 	 
	 	[Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Authorized Signature




 




    	-46-



    	 



    

 


SECTION 2.8.       Form of Certificate to be Delivered in Connection with Transfers to IAIs.


 


[Date]


 


Townsquare Radio, LLC


Townsquare Radio, Inc.


240 Greenwich Avenue


Greenwich, CT 06830


Attention: Chief Financial Officer


Facsimile (203) 861-0920


 


Wilmington Trust, National Association, as Trustee


246 Goose Lane, Suite 105


Guilford, Connecticut 06437-2186


Attention: Townsquare Radio Administrator


Telecopy: 203-453-1183


 


	Re:		Townsquare Radio,
                                         LLC, (the “Company”) Townsquare Radio, Inc. (“Finance”
                                         and, together with the Company, the “Issuers”)



 


Ladies and Gentlemen:


 


This certificate is delivered to request a transfer of $[               ]
principal amount of the 9.00% Senior Notes due 2019 (the “Notes”) of TOWNSQUARE RADIO, LLC (the “Company”)
and TOWNSQUARE RADIO, INC. (“Finance” and, together with the Company, the “Issuers”).


 


Upon transfer, the Notes would be registered in the name
of the new beneficial owner as follows:


 


	Name: 	 



 


	Address: 	 



 


	Taxpayer ID Number: 	 


 


The undersigned represents and warrants to
you that:


 


1.             We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act
of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional
“accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view
to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest
in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting
are each able to bear the economic risk of our or its investment.


 


2.             We
understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except
as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing
Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original
issue and the last date on which the Issuers or any affiliate of the Issuers were the owner of such Notes (or any predecessor
thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuers or any Subsidiary thereof,
(b) pursuant to an effective registration statement under the Securities Act, (c) in a transaction complying with the requirements
of Rule 144A under the Securities Act, to a person we reasonably believe is a “qualified institutional buyer” under
Rule 144A of the Securities Act (a “QIB”) that is purchasing for its own account or for the account of a QIB
and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S.
persons that occur outside the United


 




    	-47-



    	 



    

 


States within the meaning of Regulation S under the Securities
Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,”
in each case in a minimum principal amount of Notes of $250,000 for investment purposes and not with a view to or for offer or
sale in connection with any distribution in violation of the Securities Act or (f) pursuant to any other available exemption from
the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts be at all times within our or their control and
in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the
Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e)
above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially
in the form of this letter to the Issuers and the Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each
purchaser acknowledges that the Issuers and the Trustee reserve the right prior to any offer, sale or other transfer prior to
the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel,
certifications and/or other information satisfactory to the Issuers.


 


3.             We
[are][are not] an Affiliate of the Issuers.


 


	TRANSFEREE: 	 




 


	BY: 	 



 

 


SECTION 2.9.       Form
of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S.


 


[Date]


 


Townsquare Radio, LLC


Townsquare Radio, Inc.


240 Greenwich Avenue


Greenwich, CT 06830


Attention: Chief Financial Officer


Facsimile: (203) 861-0920


 


Wilmington Trust, National Association, as Trustee


246 Goose Lane, Suite 105


Guilford, Connecticut 06437-2186


Attention: Townsquare Radio Administrator


Telecopy: 203-453-1183


 


	Re:		Townsquare Radio,
                                         LLC, (the “Company”) and Townsquare Radio, Inc. (“Finance”
                                         and, together with the Company, the “Issuers”)



 


9.00% Senior Notes
due 2019 (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 United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent
that:


 


(a)           the
offer of the Notes was not made to a person in the United States;


 




    	-48-



    	 



    

 


(b)           either
(i) 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 (ii) 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;


 


(c)           no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2)
of Regulation S, as applicable; and


 


(d)           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)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such
sale has been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1), as the case
may be.


 


We also hereby certify that we [are][are not]
an Affiliate of the Issuers and, to our knowledge, the transferee of the Notes [is][is not] an Affiliate of the Issuers.


 


The Trustee and the Issuers are entitled to
conclusively 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


 


SECTION 2.10.     Form of
Certificate to be Delivered in Connection with Transfers to AIs.


 


[Date]


 


Townsquare Radio, LLC


Townsquare Radio, Inc.


240 Greenwich Avenue


Greenwich, CT 06830


Attention: Chief Financial Officer


Facsimile: (203) 861-0920


 


Wilmington Trust, National Association, as Trustee


246 Goose Lane, Suite 105


Guilford, Connecticut 06437-2186


Attention: Townsquare Radio Administrator


Telecopy: 203-453-1183


 


	Re:		Townsquare Radio,
                                         LLC, (the “Company”) and Townsquare Radio, Inc. (“Finance”
                                         and, together with the Company, the “Issuers”)



 


Ladies and Gentlemen:


 




    	-49-



    	 



    

 


This certificate is delivered to request a transfer of $[              ]
principal amount of the 9.00% Senior Notes due 2019 (the “Notes”) of TOWNSQUARE RADIO, LLC (the “Company”)
and TOWNSQUARE RADIO, INC. (“Finance” and, together with the Company, the “Issuers”).


 


Upon transfer, the Notes would be registered
in the name of the new beneficial owner as follows:


 


	Name: 	 



 


	Address: 	 



 


	Taxpayer ID Number: 	 


 


The undersigned represents and warrants to
you that:


 


1.             I
am an “accredited investor” (as defined in Rule 501(a)(4) under the U.S. Securities Act of 1933, as amended (the “Securities
Act”)) and I am acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act. I have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risk of my investment in the Notes and I invest in or purchase securities similar to the Notes in the normal course
of my business. I am able to bear the economic risk of my investment.


 


2.             I
understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except
as permitted in the following sentence. I agree on my own behalf to offer, sell or otherwise transfer such Notes prior to the
date that is one year after the later of the date of original issue and the last date on which the Issuers or any affiliate of
the Issuers were the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”)
only (a) to the Issuers or any Subsidiary thereof, (b) pursuant to an effective registration statement under the Securities Act,
(c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person I reasonably believe is
a “qualified institutional buyer” under Rule 144A of the Securities Act (a “QIB”) that is purchasing
for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule
144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation
S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited
investor,” in each case in a minimum principal amount of Notes of $200,000 for investment purposes and not with a view to
or for offer or sale in connection with any distribution in violation of the Securities Act or (f) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement
of law that the disposition of my property be at all times within my control and in compliance with any applicable state securities
laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. Each purchaser
acknowledges that the Issuers and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale
Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications
and/or other information satisfactory to the Issuers.


 


6.             I
understand and acknowledge that upon the issuance thereof, and until such time as the same is no longer required under applicable
requirements of the Securities Act or state securities laws, the Notes that I acquire will be certificated Notes that will bear,
and all certificates issued in exchange therefor or in substitution thereof will bear, a restrictive legend set forth in Section
2.1(d) of the Indenture.


 


7.             I
am an Affiliate of the Issuers.


 




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	TRANSFEREE: 	 




 


	BY: 	 



 


 

SECTION 2.11.     Mutilated,
Destroyed, Lost or Stolen Notes.


 


If a mutilated Note is surrendered to the Registrar
or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the
Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such
that the Holder (a) satisfies the Issuers and the Trustee that such Note has been lost, destroyed or wrongfully taken within a
reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered
a transfer prior to receiving such notification, (b) makes such request to the Issuers and the Trustee prior to the Note being
acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”),
(c) satisfies any other reasonable requirements of the Trustee and (d) provides an indemnity bond, as more fully described below;
provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such
replacement Note was issued presents for payment or registration such replaced Note, the Trustee and/or the Issuers shall be entitled
to recover such replacement Note from the Person to whom it was issued and delivered or any Person taking therefrom, except a
protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss,
damage, cost or expense incurred by the Issuers or the Trustee in connection therewith. Such Holder shall furnish an indemnity
bond sufficient in the judgment of the (i) Trustee to protect the Trustee and (ii) the Issuers to protect the Issuers, the Trustee,
the Paying Agent and the Registrar, from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice
to the Issuers, any Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Issuers shall execute,
and upon receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, in exchange for any such
mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a
number not contemporaneously outstanding.


 


In case any such mutilated, destroyed, lost
or stolen Note has become or is about to become due and payable, the Issuers in its discretion may, instead of issuing a new Note,
pay such Note.


 


Upon the issuance of any new Note under this
Section 2.11, the Issuers may require that such Holder pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee)
in connection therewith.


 


Subject to the proviso in the initial paragraph
of this Section 2.11, every new Note issued pursuant to this Section 2.11, in lieu of any mutilated, destroyed,
lost or stolen Note shall constitute an original additional contractual obligation of the Issuers, any Guarantor (if applicable)
and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly
issued hereunder.


 


The provisions of this Section 2.11 are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes.


 


SECTION 2.12.     Outstanding Notes.   Notes
outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for
cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not
cease to be outstanding in the event the Issuers or an Affiliate of the Issuers holds the Note; provided, however,
that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section
12.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders
of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have
consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification
hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to
be held by the Issuers or an Affiliate of the Issuers shall not be considered outstanding.


 




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If a Note is replaced pursuant to Section
2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuers
receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding
upon surrender of such Note and replacement pursuant to Section 2.11.


 


If the Paying Agent segregates and holds in
trust, in accordance with this Indenture, on a Redemption Date or maturity date, money sufficient to pay all principal, premium,
if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing,
as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on
them ceases to accrue.


 


SECTION 2.13.     Temporary
Notes.   In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes
are ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially
in the form, and shall carry all rights, of Definitive Notes but may have variations that the Issuers considers appropriate for
temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate Definitive Notes. After
the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary
Notes at any office or agency maintained by the Issuers for that purpose and such exchange shall be without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Notes, the Issuers shall execute, and the Trustee shall, upon receipt
of an Issue Order, authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing
an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the
same benefits under this Indenture as a Holder of Definitive Notes.


 


SECTION 2.14.     Cancellation.   The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Notes in accordance
with its internal policies and customary procedures (subject to the record retention requirements of the Exchange Act and the
Trustee). If the Issuers or any Guarantor acquires any of the Notes, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant
to this Section 2.14. The Issuers may not issue new Notes to replace Notes it has paid or delivered to the Trustee for
cancellation for any reason other than in connection with a transfer or exchange.


 


At such time as all beneficial interests
in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global
Note shall be returned by DTC to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest
in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall
be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such
Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.


 


SECTION 2.15.     Payment
of Interest; Defaulted Interest.   Interest on any Note which is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at
the close of business on the regular record date for such payment at the office or agency of the Issuers maintained for such purpose
pursuant to Section 2.3.


 


Any interest on any Note which is payable,
but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease
to be payable to the Holder on the regular record date, and such defaulted interest and (to the extent lawful) interest on such
defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted
Interest”) shall be paid by the Issuers, at their election in each case, as provided in clause (a) or (b) below:


 


(a)           The
Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor
Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest,
which shall be fixed in the following


 




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manner. The Issuers shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 30 days after such notice) of
the proposed payment (the “Special Interest Payment Date”), and at the same time the Issuers shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Section 2.15(a).
Thereupon the Issuers shall fix a record date (the “Special Record Date”) for the payment of such Defaulted
Interest, which date shall be not more than 20 calendar days and not less than 15 calendar days prior to the Special Interest
Payment Date and not less than 10 calendar days after the receipt by the Trustee of the notice of the proposed payment. The Issuers
shall promptly notify the Trustee in writing of such Special Record Date, and in the name and at the expense of the Issuers, the
Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest
Payment Date therefor to be given in the manner provided for in Section 12.1, not less than 10 calendar days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest
Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the
Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the provisions in Section 2.15(b).


 


(b)           The
Issuers may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice
given by the Issuers to the Trustee of the proposed payment pursuant to this Section 2.15(b), such manner of payment shall
be deemed practicable by the Trustee.


 


Subject to the foregoing provisions of this
Section 2.15, each Note delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu
of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.


 


SECTION 2.16.     CUSIP and
ISIN Numbers.


 


The Issuers in issuing the Notes may use “CUSIP”
and “ISIN” numbers and, if so, the Trustee shall use “CUSIP and “ISIN” numbers in notices of redemption
or purchase as a convenience to Holders; provided, however, that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or
purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption
or purchase shall not be affected by any defect in or omission of such CUSIP and ISIN numbers. The Issuers shall promptly notify
the Trustee in writing of any change in the CUSIP and ISIN numbers.


 


ARTICLE III


 


COVENANTS


 


SECTION 3.1.       Payment
of Notes.   The Issuers shall promptly pay the principal of, premium, if any, and interest on the Notes on the dates and in
the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest shall be considered paid on the
date due if by 10:00 a.m. Eastern time on such date the Trustee or the Paying Agent holds in accordance with this Indenture money
sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be,
is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.


 


The Issuers shall pay interest on overdue principal
at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to
the extent lawful.


 




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Notwithstanding anything to the contrary
contained in this Indenture, the Issuers may, to the extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal or interest payments hereunder.


 


SECTION 3.2.       Limitation
on Indebtedness.


 


(a)           The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness);
provided, however, that the Company and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired
Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application
of the proceeds thereof), the Leverage Ratio for the Company and its Restricted Subsidiaries is less than 6.00 to 1.00; provided,
further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or Disqualified Stock or Preferred
Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds
therefrom), more than an aggregate of $15.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries
that are not Guarantors would be outstanding pursuant to this paragraph at such time.


 


(b)           The
first paragraph of this covenant shall not prohibit the Incurrence of the following Indebtedness:


 


(1)           Indebtedness
Incurred pursuant to any Credit Facility (including letters of credit or bankers’ acceptances issued or created under any
Credit Facility), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum
aggregate principal amount at any time outstanding not exceeding (i) $125.0 million, plus (ii) in the case of any refinancing
of any Indebtedness permitted under this Section 3.2(b)(1) or any portion thereof, the aggregate amount of fees, underwriting
discounts, premiums and other costs and expenses Incurred in connection with such refinancing;


 


(2)           (i)
Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or any Guarantor so long as the Incurrence
of such Indebtedness is permitted under the terms of this Indenture;


 


(3)           Indebtedness
of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by
the Company or any Restricted Subsidiary; provided, however, that:


 


(i)           any
subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially
held by a Person other than the Company or a Restricted Subsidiary of the Company; and


 


(ii)           any
sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company,


 


shall be deemed, in each case, to constitute an Incurrence
of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be;


 


(4)           Indebtedness
represented by (i) the Notes (other than any Additional Notes), including any Guarantee thereof, (ii) any Indebtedness (other
than Indebtedness incurred pursuant to clauses (1) and (2)) outstanding on the Issue Date, (iii) Refinancing Indebtedness Incurred
in respect of any Indebtedness described in this clause or clauses (5), (7), (10) or (14) of this Section 3.2(b) or Incurred
pursuant to Section 3.2(a), and (iv) Management Advances;


 


(5)           Indebtedness
of (x) the Company or any Restricted Subsidiary Incurred or issued to finance an acquisition or (y) Persons that are acquired
by the Company or any Restricted Subsidiary or merged into or consolidated with the Company or a Restricted Subsidiary in accordance
with the terms of this Indenture; provided that after giving effect to such acquisition, merger or consolidation, either


 




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(i)        the
Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in
Section 3.2(a),


 


(ii)        the
Leverage Ratio of the Company and the Restricted Subsidiary would not be greater than immediately prior to such acquisition, merger
or consolidation; or


 


(iii)        such
Indebtedness constitutes Acquired Indebtedness (other than Indebtedness Incurred in contemplation of the transaction or series
of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Company
or a Restricted Subsidiary); provided that the only obligors with respect to such Indebtedness shall be those Persons who
were obligors of such Indebtedness prior to such acquisition, merger or consolidation


 


(6)           Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes);


 


(7)           Indebtedness
represented by Capitalized Lease Obligations or Purchase Money Obligations, in an aggregate outstanding principal amount which,
when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7) and then outstanding,
does not exceed the greater of (i) $10.0 million and (ii) 2.0% of Total Assets at the time of Incurrence and any Refinancing Indebtedness
in respect thereof;


 


(8)           Indebtedness
in respect of (i) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal,
advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and
completion guarantees and warranties provided by the Company or a Restricted Subsidiary or relating to liabilities, obligations
or guarantees Incurred in the ordinary course of business, (ii) 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 Indebtedness is extinguished within five Business Days of Incurrence; (iii) customer deposits and advance payments received
in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (iv) letters
of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities
or obligations Incurred in the ordinary course of business, and (v) any customary cash management, cash pooling or netting or
setting off arrangements in the ordinary course of business;


 


(9)           Indebtedness
arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of
purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or
disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred
by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition
or disposition); provided that the maximum liability of the Company and its Restricted Subsidiaries in respect of all such
Indebtedness in connection with a Disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash
proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the
Company and its Restricted Subsidiaries in connection with such disposition;


 


(10)         Indebtedness
in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and
the principal amount of all other Indebtedness Incurred pursuant to this clause (10) and then outstanding, will not exceed 100%
of the Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital
Stock (other than Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) or otherwise contributed to the
equity (other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the
Company, in each case, subsequent to the Issue Date; provided, however, that (i) any such Net Cash Proceeds that
are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Company
and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or
contributed


 




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shall be excluded for purposes of Incurring
Indebtedness pursuant to this clause (10) to the extent the Company or any of its Restricted Subsidiaries make a Restricted Payment;


 


(11)         Indebtedness
of Non-Guarantors in an aggregate amount not to exceed the greater of (a) $10.0 million and (b) 2.0% of Total Assets of Non-Guarantors
at any time outstanding and any Refinancing Indebtedness in respect thereof;


 


(12)         Indebtedness
consisting of promissory notes issued by the Company or any of its Subsidiaries to any current or former employee, director or
consultant of the Company, any of its Subsidiaries or any of its Parents (or permitted transferees, assigns, estates, or heirs
of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Company or any of its
Parents that is permitted by Section 3.3;


 


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


 


(14)         Indebtedness
in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and
the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed $20.0 million.


 


(c)           For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant
to and in compliance with, this Section 3.2:


 


(1)           in
the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second
paragraphs of this covenant, the Company, in its sole discretion, shall classify, and may from time to time reclassify, such item
of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the clauses of Section 3.2(a)
or (b);


 


(2)           additionally,
all or any portion of any item of Indebtedness may later be classified as having been Incurred pursuant to any type of Indebtedness
described in one of the clauses of Section 3.2(a) or (b) so long as such Indebtedness is permitted to be Incurred
pursuant to such provision at the time of reclassification;


 


(3)           all
Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed initially Incurred on the Issue Date under
Section 3.2(b)(1);


 


(4)           Guarantees
of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens
securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;


 


(5)           if
obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to
any Credit Facility and are being treated as Incurred pursuant to clause (a), (b)(1), (b)(7), (b)(10), (b)(11) or (b)(14) of this
Section 3.2 and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness,
then such other Indebtedness shall not be included;


 


(6)           the
principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary,
will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption
or repurchase premium) or the liquidation preference thereof;


 


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


 




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


 


Accrual of interest, accrual of dividends,
the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form
of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock
or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed
to be an Incurrence of Indebtedness for purposes of this Section 3.2. The amount of any Indebtedness outstanding as of
any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii)
the principal amount of the Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness.


 


If at any time an Unrestricted Subsidiary becomes
a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.2,
the Company, shall be in default of this Section 3.2).


 


Notwithstanding any other provision of this
Section 3.2, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this
Section 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The
principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing
Indebtedness is denominated that is in effect on the date of such refinancing.


 


The Company shall not, and shall not permit
any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior
in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly
subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such
Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be; provided that
for purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness
merely because it is unsecured and (2) senior Indebtedness shall not be treated as subordinated or junior to any other senior
Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.


 


SECTION 3.3.       Limitation on Restricted Payments.


 


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


 


(1)           declare
or pay any dividend or make any distribution on or in respect of the Company’s or any Restricted Subsidiary’s Capital
Stock (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any
of its Restricted Subsidiaries) except:


 


(i)            dividends
or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights
to purchase such Capital Stock of the Company; and


 


(ii)          dividends
or distributions payable to the Company or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making
such dividend or distribution, to holders of its Capital Stock other than the Company or another Restricted Subsidiary on no more
than a pro rata basis);


 


(2)           purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Parent of the Company held by Persons other
than the Company or a Restricted Subsidiary;


 




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(3)           purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment, any Subordinated Indebtedness (other than (i) any such purchase, repurchase, redemption, defeasance or other
acquisition or retirement or in anticipation of satisfying a sinking fund obligation, principal installment or final maturity,
in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement
and (ii) any Indebtedness Incurred pursuant to Section 3.2(b)(3)); or


 


(4)           make
any Restricted Investment;


 


(any such dividend, distribution, purchase, redemption,
repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) are referred
to herein as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes
such Restricted Payment:


 


(i)            a
Default shall have occurred and be continuing (or would result immediately thereafter therefrom);


 


(ii)           the
Company is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.2(a) after giving effect, on a pro
forma basis, to such Restricted Payment; or


 


(iii)          the
aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date (and not returned
or rescinded) (including Permitted Payments permitted by Section 3.3(b)(6), (10), (11) and (16), but
excluding all other Restricted Payments permitted by Section 3.3(b)) would exceed the sum of (without duplication):


 


(A)            100%
of Consolidated EBITDA for the period (treated as one accounting period) from April 1, 2012 to the end of the most recent fiscal
quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Company
are available (or, in the case such Consolidated EBITDA for such period is a deficit, minus 100% of such deficit); less
1.4 times Consolidated Interest Expense for the same period.


 


(B)            100%
of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the
Company from the issue or sale of its Capital Stock (other than Disqualified Stock or Designated Preferred Stock) subsequent to
the Issue Date or otherwise contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred
Stock) of the Company subsequent to the Issue Date (other than (x) Net Cash Proceeds or property or assets or marketable securities
received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust
established by the Company or any Subsidiary of the Company for the benefit of its employees to the extent funded by the Company
or any Restricted Subsidiary, (y) Net Cash Proceeds or property or assets or marketable securities to the extent that any Restricted
Payment has been made from such proceeds in reliance on Section 3.3(b)(6) and (z) Excluded Contributions);


 


(C)            100%
of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the
Company or any Restricted Subsidiary from the issuance or sale (other than to the Company or a Restricted Subsidiary of the Company
or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of their
employees to the extent funded by the Company or any Restricted Subsidiary) by the Company or any Restricted Subsidiary subsequent
to the Issue Date of any Indebtedness, Disqualified Stock or Designated Preferred Stock that has been converted into or exchanged
for Capital Stock of the Company (other than Disqualified Stock or Designated Preferred Stock) plus, without duplication,
the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Company or any
Restricted Subsidiary upon such conversion or exchange;


 




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(D)        100%
of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable
securities or other property received by means of: (a) the sale or other disposition (other than to the Company or a Restricted
Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such
Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees,
which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after the Issue Date or (ii)
the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from
an Unrestricted Subsidiary (other than in each case to the extent of the amount of the Investment in such Unrestricted Subsidiary
made by the Company or a Restricted Subsidiary pursuant Section 3.3(b)(10) or (14) or to the extent of the amount
of the Investment that constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date;
and


 


(E)         in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted
Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted
Subsidiary to the Company or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted
Subsidiary (or the assets transferred), as determined in good faith of the Company at the time of the redesignation of such Unrestricted
Subsidiary as a Restricted Subsidiary or at the time of such merger or consolidation or transfer of assets (after taking into
consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged or consolidated or Indebtedness
associated with the assets so transferred), other than to the extent of the amount of the Investment in such Unrestricted Subsidiary
made by the Company or a Restricted Subsidiary pursuant to Section 3.3(b)(10) or (14) or to the extent of the amount
of the Investment that constituted a Permitted Investment.


 


(b)         The
foregoing provisions of Section 3.3(a) will not prohibit any of the following (collectively, “Permitted Payments”):


 


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


 


(2)         any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock or Subordinated Indebtedness
made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which
cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of,
Capital Stock of the Company (other than Disqualified Stock or Designated Preferred Stock) (“Refunding Capital Stock”)
or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or Designated
Preferred Stock or through an Excluded Contribution) of the Company; provided, however, that to the extent so applied,
the Net Cash Proceeds, or fair market value of property or assets or of marketable securities, from such sale of Capital Stock
or such contribution will be excluded from Section 3.3(a)(iii);


 


(3)         any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made by exchange
for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be Incurred pursuant
to Section 3.2;


 


(4)         any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Company or a Restricted
Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Company
or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 3.2;


 




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(5)         any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness or Disqualified Stock
or Preferred Stock of a Restricted Subsidiary:


 


(i)          from
Net Available Cash to the extent permitted under Section 3.5, but only if the Company shall have first complied with the
terms described under Section 3.5 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required
thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness,
Disqualified Stock or Preferred Stock; or


 


(ii)         to
the extent required by the agreement governing such Subordinated Indebtedness, Disqualified Stock or Preferred Stock following
the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only
if the Company shall have first complied with Section 3.9 and purchased all Notes tendered pursuant to the offer to repurchase
all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such
Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or


 


(iii)        consisting
of Acquired Indebtedness (other than Indebtedness Incurred (A) to provide all or any portion of the funds utilized to consummate
the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise
acquired by the Company or a Restricted Subsidiary or (B) otherwise in connection with or contemplation of such acquisition);


 


(6)         a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock (other
than Disqualified Stock) of the Company or any of its Parents held by any future, present or former employee, director or consultant
of the Company, any of its Subsidiaries or any of its Parents (or permitted transferees, assigns, estates, trusts or heirs of
such employee, director or consultant) either pursuant to any management equity plan or stock option plan or any other management
or employee benefit plan or agreement or upon the termination of such employee, director or consultants’ employment or directorship;
provided, however, that the aggregate Restricted Payments made under this clause (6) do not exceed $4.0 million
in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum
of $8.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount
not to exceed:


 


(i)          the
cash proceeds from the sale of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company and,
to the extent contributed to the capital of the Company (other than through the issuance of Disqualified Stock or Designated Preferred
Stock or an Excluded Contribution), Capital Stock of any of the Company’s Parents, in each case to members of management,
directors or consultants of the Company, any of its Subsidiaries or any of its Parents that occurred after the Issue Date, to
the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted
Payments by virtue of Section 3.3(a)(iii); plus


 


(ii)         the
cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date;
less


 


(iii)        the
amount of any Restricted Payments made in previous calendar years pursuant to clauses (i) and (ii) of this clause (6);


 


and provided further that cancellation of
Indebtedness owing to the Company or any Restricted Subsidiary from members of management, directors, employees or consultants
of the Company, or any of its Parents or Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Company
or any of its Parents will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision
of this Indenture;


 




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(7)         the
declaration and payment of dividends on Disqualified Stock, or Preferred Stock of a Restricted Subsidiary, Incurred in accordance
with Section 3.2;


 


(8)         purchases,
repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise
of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price
thereof;


 


(9)         dividends,
loans, advances or distributions to any Parent or other payments by the Company or any Restricted Subsidiary in amounts equal
to (without duplication):


 


(i)          the
amounts required for any Parent to pay any Parent Expenses or any Related Taxes; or


 


(ii)         amounts
constituting or to be used for purposes of making payments to the extent specified in Section 3.8(b)(2), (3), (5)
and (11);


 


(10)       the
declaration and payment by the Company of, dividends on the common stock or common equity interests of the Company or any Parent
following a public offering of such common stock or common equity interests, in an amount not to exceed 6% of the proceeds received
by or contributed to the Company in or from any public offering in any fiscal year;


 


(11)       payments
by the Company, or loans, advances, dividends or distributions to any Parent to make payments, to holders of Capital Stock of
the Company or any Parent in lieu of the issuance of fractional shares of such Capital Stock; provided, however,
that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this
covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined
in good faith by the Board of Directors);


 


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


 


(13)       (i)
the declaration and payment of dividends on Designated Preferred Stock of the Company issued after the Issue Date; and (ii) the
declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable
and payable thereon pursuant to clause (2) of this paragraph; provided, however, that, in the case of clause (i),
the amount of all dividends declared or paid pursuant to this clause shall not exceed the Net Cash Proceeds received by the Company
or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock or an Excluded
Contribution of the Company, from the issuance or sale of such Designated Preferred Stock; provided further, in the case
of clause (ii), that for the most recently ended four fiscal quarters for which internal financial statements are available immediately
preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance on a pro forma basis
the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 3.2(a);


 


(14)       dividends
or other distributions of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries
(unless the Unrestricted Subsidiary’s principal asset is cash and Cash Equivalents);


 


(15)       any
Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or used to fund amounts
owed to Affiliates (including dividends to any Parent of the Company to permit payment by such Parent of such amounts);


 


(16)       so
long as no Default or Event of Default has occurred and is continuing (or would result from), Restricted Payments (including loans
or advances) in an aggregate amount outstanding at the time made not to exceed $15.0 million; and


 




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(17)       so
long as no Default or Event of Default has occurred and is continuing (or would result therefrom), mandatory redemptions of Disqualified
Stock issued as a Restricted Payment or as consideration for a Permitted Investment.


 


For purposes of determining compliance
with this Section 3.3, in the event that a Restricted Payment meets the criteria of more than one of the categories of Permitted
Payments described in clauses (1) through (17) of paragraph (b), or is permitted pursuant to paragraph (a) of this Section 3.3,
the Company will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify
such Restricted Payment (or portion thereof) in any manner that complies with this Section 3.3.


 


The amount of all Restricted Payments (other
than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be
paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.
The fair market value of any cash Restricted Payment shall be their face amount, and the fair market value of any non-cash Restricted
Payment, property or assets other than cash shall be determined conclusively by the Board of Directors of the Company acting in
good faith.


 


SECTION 3.4.         Limitation
on Restrictions on Distributions from Restricted Subsidiaries.


 


(a)               The
Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:


 


(1)         pay
dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations
owed to the Company or any Restricted Subsidiary;


 


(2)         make
any loans or advances to the Company or any Restricted Subsidiary; or


 


(3)         sell,
lease or transfer any of its property or assets to the Company or any Restricted Subsidiary;


 


provided that (x) the priority of any Preferred Stock
in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock
and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company
or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed to
constitute such an encumbrance or restriction.


 


(b)               The provisions of Section 3.4(a) shall not prohibit:


 





(1)         any
encumbrance or restriction pursuant to (i) any Credit Facility or (ii) any other agreement or instrument, in each case, in effect
at or entered into on the Issue Date;


 


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


 


(3)         any
encumbrance or restriction pursuant to applicable law, rule, regulation or order;


 


(4)         any
encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness
of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined
with or into the Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement
or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital
Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the
transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by
the Company or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary or entered
into in contemplation


 




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of or in connection with such transaction) and outstanding
on such date; provided that, for the purposes of this clause (2), if another Person is the Successor Company, any Subsidiary
thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or
any Restricted Subsidiary when such Person becomes the Successor Company;


 


(5)         any
encumbrance or restriction: (i) that restricts in a customary manner the subletting, assignment or transfer of any property or
asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license
or other contract or agreement; (ii) contained in mortgages, pledges, charges or other security agreements permitted under this
Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such
encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges,
charges or other security agreements; or (iii) pursuant to customary provisions restricting dispositions of real property interests
set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;


 


(6)         any
encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture,
in each case, that impose encumbrances or restrictions on the property so acquired;


 


(7)         any
encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person
of all or substantially all the Capital Stock or assets of the Company or any Restricted Subsidiary (or the property or assets
that are subject to such restriction) pending the closing of such sale or disposition;


 


(8)         customary
provisions in leases, licenses, joint venture agreements and other similar agreements and instruments;


 


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


 


(10)       any
encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary
course of business;


 


(11)       any
encumbrance or restriction pursuant to Hedging Obligations;


 


(12)       other
Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be Incurred or issued subsequent to the
Issue Date pursuant Section 3.2 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries;


 


(13)       any
encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred
subsequent to the Issue Date pursuant to Section 3.2 if the encumbrances and restrictions contained in any such agreement
or instrument taken as a whole are not materially less favorable to the Holders than (i) the encumbrances and restrictions contained
in the Credit Agreement, together with the security documents associated therewith as in effect on the Issue Date or (ii) in comparable
financings (as determined in good faith by the Company) and where, in the case of clause (ii), either (A) the Company determines
at the time of issuance of such Indebtedness that such encumbrances or restrictions will not adversely affect, in any material
respect, the Company’s ability to make principal or interest payments on the Notes or (B) such encumbrance or restriction
applies only during the continuance of a default relating to such Indebtedness;


 


(14)       any
encumbrance or restriction existing by reason of any lien permitted under Section 3.6; or


 


(15)       any
encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to,
or that otherwise refinances, an agreement or instrument


 




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referred to in clauses (1) to (14) of this Section
3.4(b) or this clause (15) (an “Initial Agreement”) or contained in any amendment, supplement or other
modification to an agreement referred to in clauses (1) to (14) of this Section 3.4(b) or this clause (15); provided,
however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement
or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions
contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification
relates (as determined in good faith by the Company).


 


SECTION 3.5.         Limitation
on Sales of Assets and Subsidiary Stock.


 


(a)               The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:


 


(1)         the
Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any
other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such
fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith
by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance
of doubt, if such Asset Disposition is a Permitted Asset Swap);


 


(2)         in
any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted
Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person
assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary,
as the case may be, is in the form of cash or Cash Equivalents; and


 


(3)         an
amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary,
as the case may be:


 


(i)           to
the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness),
(A) to prepay, repay or purchase any Indebtedness of a Non-Guarantor or that is secured by a Lien (in each case, other than Indebtedness
owed to the Company or any Restricted Subsidiary) or Indebtedness under the Credit Agreement (or any Refinancing Indebtedness
in respect thereof) within 365 days from the later of (a) the date of such Asset Disposition and (b) the receipt of such Net Available
Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant
to this clause (i), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment
(if any) to be reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (B) to prepay, repay or
purchase Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus
accrued and unpaid interest to the date of such prepayment, repayment or purchase; provided further that, to the extent
the Company redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (B), the Company shall equally and
ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent
such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures
set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof,
plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or


 


(ii)          to
the extent the Company or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including
by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another
Restricted Subsidiary) within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net
Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive
binding agreement or a commitment approved by the


 




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Board of Directors of the Company that is executed
or approved within such time will satisfy this requirement, so long as such investment is consummated within 270 days of such
365th day;


 


provided that, pending the final application of any
such Net Available Cash in accordance with clause (i) or clause (ii) above, the Company and its Restricted Subsidiaries may temporarily
reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture.


 


(b)               Any
Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided
in the preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. On the 366th
day after an Asset Disposition, if the aggregate amount of Excess Proceeds under this Indenture exceeds $10.0 million, the Company
will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders
of Notes issued under such indenture and, to the extent the Company elects, to all holders of other outstanding Pari Passu Indebtedness,
to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies
that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the
principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not
including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the
Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples
of $1,000 in excess thereof. The Company will deliver notice of such Asset Disposition Offer electronically or by first-class
mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or
otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition
and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be
no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required
by this Indenture and described in such notice.


 


(c)               To
the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant
to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose
not prohibited in this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by
Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds,
the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the
basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness; provided that no Notes or other
Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition
Offer, the amount of Excess Proceeds shall be reset at zero.


 


(d)               To
the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S.
dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually
received by the Company upon converting such portion into U.S. dollars.


 


(e)                For
the purposes of Section 3.5(a)(2) hereof, the following will be deemed to be cash:


 


(1)      the
assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Company or a Restricted Subsidiary
(other than Subordinated Indebtedness of the Company or a Guarantor) and the release of the Company or such Restricted Subsidiary
from all liability on such Indebtedness or other liability in connection with such Asset Disposition;


 


(2)      securities,
notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted
by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset
Disposition;


 


(3)      Indebtedness
of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that
the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection
with such Asset Disposition;


 




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(4)      consideration
consisting of Indebtedness of the Company (other than Subordinated Indebtedness) received after the Issue Date from Persons who
are not the Company or any Restricted Subsidiary; and


 


(5)      any
Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate
fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this covenant that is
at that time outstanding, not to exceed the greater of (i) $10.0 million and (ii) 2.0% of Total Assets (with the fair market value
of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent
changes in value).


 


(f)            The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes
pursuant to this Section 3.5. To the extent that the provisions of any securities laws or regulations conflict with the
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 described in this Indenture by virtue thereof.


 


SECTION 3.6.         Limitation
on Liens.   The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, Incur,
assume or permit to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of
a Restricted Subsidiary of the Company), whether owned on the Issue Date or acquired after that date, which Lien secures any Indebtedness
(such Lien, the “Initial Lien”), without effectively providing that the Notes shall be secured equally and
ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.


 


Any Lien created for the benefit of the
Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally
released and discharged upon the release and discharge of the Initial Lien.


 


SECTION 3.7.         Limitation
on Guarantees.


 


(a)         The
Company shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries
if such non-Wholly Owned Subsidiaries Guarantee other capital markets debt securities of the Company or any Restricted Subsidiary
or Guarantee all or a portion of the Credit Agreement), other than a Guarantor, to Guarantee the payment of any Indebtedness of
the Company or any other Guarantor unless:


 


(1)         such
Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a senior Guarantee
by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Guarantor, if such
Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such
guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee
substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; provided
that


 


(i)         if
such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any
such Guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such
Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such
Guarantor’s Guarantee of the Notes; and


 


(ii)         if
the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the
supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness
substantially to the same extent as the Notes or the Guarantor’s Guarantee are subordinated to such Indebtedness;


 




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(2)         such
Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment
by such Restricted Subsidiary under its Guarantee until payment in full of Obligations under this Indenture; and


 


(3)         such
Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:




 


(i)         such
Guarantee has been duly executed and authorized; and


 


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


 


provided that this Section 3.7 shall not be applicable
(i) to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was
not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, or (ii) in the event that
the Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under
applicable law.


 


(b)           The
Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become
a Guarantor, in which case, such Subsidiary shall only be required to comply with the 30-day period described in Section 3.7(a).


 


SECTION 3.8.         Limitation
on Affiliate Transactions.


 


(a)           The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any
transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate
of the Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million unless:


 


(1)         the
terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Company or such Restricted Subsidiary,
as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution
of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate; and


 


(2)         in
the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have
been approved by a majority of the members of the Board of Directors.


 


Any Affiliate Transaction shall be deemed to have satisfied
the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority
of the Disinterested Directors, if any.


 


		(b)	The provisions of clause (a) of this Section 3.8 above
                                         shall not apply to:



 


(1)         any
Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment;


 


(2)         any
issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants
in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting,
collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation
arrangements, options, warrants or other rights to purchase Capital Stock of the Company, any Restricted Subsidiary or any Parent,
restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits
or consultants’ plans (including valuation, health, insurance,


 




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deferred compensation, severance, retirement, savings
or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants
approved by the Board of Directors of the Company, in each case in the ordinary course of business;


 


(3)         any
Management Advances and any waiver or transaction with respect thereto;




 


(4)         any
transaction between or among the Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result
of such transaction), or between or among Restricted Subsidiaries;


 


(5)         the
payment of compensation, reasonable fees and reimbursement of expenses to, and customary indemnities (including under customary
insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees
of the Company or any Restricted Subsidiary of the Company (whether directly or indirectly and including through any Person owned
or controlled by any of such directors, officers or employees);


 


(6)         the
entry into and performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any transaction
arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the
Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time
to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material
respect;


 


(7)         transactions
with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business,
which are fair to the Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors
or the senior management of the Company or the relevant Restricted Subsidiary, or are on terms no less favorable than those that
could reasonably have been obtained at such time from an unaffiliated party;


 


(8)         any
transaction between or among the Company or any Restricted Subsidiary and any Affiliate of the Company or an Associate or similar
entity that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest
in or otherwise controls such Affiliate, Associate or similar entity;


 


(9)         issuances
or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company or options, warrants or
other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith
or any contribution to capital of the Company or any Restricted Subsidiary;


 


(10)       without
duplication in respect of payments made pursuant to clause (11) hereof, (i) payments by the Company or any Restricted Subsidiary
to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees
and related expenses and (ii) customary payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether
directly or indirectly, including through any Parent) for financial advisory, financing, underwriting or placement services or
in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are
approved by a majority of the Board of Directors in good faith;


 


(11)         payment
to any Permitted Holder of all reasonable out of pocket expenses Incurred by such Permitted Holder in connection with its direct
or indirect investment in the Company and its Subsidiaries;


 


(12)       the
Transactions and the payment of all fees and expenses related to the Transactions;




 




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(13)       transactions
in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial
Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets
the requirements of Section 3.8(a)(1);


 


(14)       the
existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any equityholders’
agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the
Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of,
or the performance by the Company or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’
agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (14) to the
extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material
respects; and


 


(15)       any
purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries
the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Company’s Affiliates; provided
that such purchases by the Company’s Affiliates are on the same terms as such purchases by such Persons who are not
the Company’s Affiliates.


 


SECTION 3.9.         Change
of Control.


 


(a)           If
a Change of Control occurs, unless the Company has previously or concurrently delivered a redemption notice with respect to all
of the outstanding Notes as set forth under Section 5.7(a) or Section 5.7(d), the Company shall make an offer to
purchase all of the Notes (the “Change of Control Offer”) at a price in cash (the “Change of Control
Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding
the date of repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest
due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of
such Change of Control Offer electronically or by first class mail, with a copy to the Trustee, to each Holder of Notes at the
address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following
information:


 


(1)         that
a Change of Control Offer is being made pursuant to this Section 3.9, and that all Notes properly tendered pursuant to
such Change of Control Offer will be accepted for payment by the Issuer;


 


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


 


(3)         that
any Note not properly tendered will remain outstanding and continue to accrue interest;




 


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


 


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


 


(6)         that
Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided
that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date
of the Change of Control Offer, a telegram,


 




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facsimile transmission or letter setting forth the
name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing
its tendered Notes and its election to have such Notes purchased;


 


(7)         that
Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount
to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or
any integral multiple of $1,000 in excess of $2,000;


 


(8)         if
such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional
on the occurrence of such Change of Control; and


 


(9)         the
other instructions, as determined by the Issuer, consistent with this Section 3.9, that a Holder must follow.


 


The Paying Agent will promptly deliver
to each Holder of the Notes tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or an
integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date.


 


If the Change of Control
Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid
interest will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business
on such record date.


 


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




 


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


 


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


 


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


 


(c)           The
Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable
to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change
of Control Offer.


 


(d)           Notwithstanding
anything to the contrary in this Section 3.9, a Change of Control Offer may be made in advance of a Change of Control,
conditional upon such Change of Control if a definitive agreement is in place for the Change of Control at the time of making
the Change of Control Offer.


 


(e)           If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes
in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described
in clause (c) of this Section 3.9, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company
or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than
30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following
such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding
the date of redemption.


 




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


 


(g)           The
Company will comply with the requirements of Section 14(e) 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 a
Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the 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 described in this Indenture by virtue thereof.


 


SECTION 3.10.         Reports.


 


(a)               So
long as any Notes are outstanding the Company will furnish to the Trustee:


 


(1)         within
90 days (120 days in the case of the fiscal year containing the Issue Date) after the end of each fiscal year, annual reports
of the Company containing substantially all of the financial information that would have been required to be contained in an Annual
Report on Form 10-K under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the
extent similar information is included in the Offering Memorandum), including (A) “Management’s Discussion and Analysis
of Financial Condition and Results of Operations,” and (B) audited financial statements prepared in accordance with GAAP;


 


(2)         within
45 days (75 days in the case of the first fiscal quarter after the Issue Date) after the end of each of the first three fiscal
quarters of each fiscal year, quarterly reports of the Company containing substantially all of the financial information that
would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if the Company had been a reporting
company under the Exchange Act (but only to the extent similar information is provided in the Offering Memorandum), including
(A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (B) unaudited
quarterly financial statements prepared in accordance with GAAP; and


 


(3)         within
the time periods specified for filing Current Reports on Form 8-K after the occurrence of each event that would have been required
to be reported in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange
Act, current reports containing substantially all of the information that would have been required to be contained in a Current
Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act; provided,
however, that no such current report will be required to be furnished if the Company determines in its good faith judgment
that such event is not material to noteholders or the business, assets, operations, financial positions or prospects of the Company
and its Restricted Subsidiaries, taken as a whole; provided, however, that such reports (A) will not be required
to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated
by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and (B) will not
be required to contain the separate financial information for Guarantors contemplated by Rule 3-10 of Regulation S-X promulgated
by the SEC;


 


(b)           At
any time that any of the Subsidiaries of the Company are Unrestricted Subsidiaries, then the quarterly and annual reports required
by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or
in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
or other comparable section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries
separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. So long as any
notes are outstanding, the Company will also:


 


(1)         issue
a press release to an internationally recognized wire service no fewer than three Business Days prior to the first public disclosure
of the annual and quarterly reports required by clauses (1) and (2) of the first paragraph of this Section 3.10 a notice
announcing the date on which such reports will


 




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become publicly available and directing noteholders,
prospective investors, broker-dealers and securities analysts to contact the investor relations office of the Company to obtain
copies of such reports;


 


(2)         within
10 Business Days after furnishing to the Trustee the annual and quarterly reports required by clauses (1) and (2) of the first
paragraph of this Section 3.10, hold a conference call to discuss such reports and the results of operations for the relevant
reporting period;


 


(3)         issue
a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of the conference
call required to be held in accordance with this paragraph, a notice announcing the time and date of such conference call and
either including all information necessary to access the call or directing noteholders, prospective investors, broker-dealers
and securities analysts to contact the appropriate person at the Company to obtain such information;


 


(4)         maintain
a website to which noteholders, prospective investors, broker-dealers and securities analysts are given access and to which all
of the reports and press releases required by this Section 3.10 are posted.


 


In addition, the Company shall furnish
to noteholders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to
be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities
Act.


 


(c)           In
the event that any Parent of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations pursuant to
this Section 3.10 with respect to financial information relating to the Company by furnishing financial information relating
to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the
differences between the information relating to such parent, on the one hand, and the information relating to the Company and
its Restricted Subsidiaries on a standalone basis, on the other hand.


 


SECTION 3.11.         Future
Guarantors.


 


(a)           If
on or after the Issue Date (1) a Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor
Guarantees the Credit Agreement, or (2) the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic
Subsidiary (other than an Immaterial Subsidiary) and such Wholly Owned Domestic Subsidiary Guarantees the Credit Agreement, then,
in each case, the Company shall cause such Wholly Owned Domestic Subsidiary to become a Guarantor and execute and deliver (within
five Business Days of guaranteeing the Credit Agreement or becoming a Wholly Owned Domestic Subsidiary, as the case may be) to
the Trustee a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Wholly Owned
Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt
payment of the principal of, premium, if any, interest, in respect of the Notes on a senior basis and all other obligations under
this Indenture.


 


(b)           The
Company shall not permit any Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to
Guarantee the Credit Agreement unless such Wholly Owned Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days
executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to
which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors,
the full and prompt payment of the principal of, premium, if any, interest in respect of the Notes on a senior basis and all other
obligations under this Indenture.


 


(c)           Each
Guarantee shall be released in accordance with Article X.




 


SECTION 3.12.         Maintenance
of Office or Agency.


 


The Company will maintain an office or
agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration
of transfer or exchange. The corporate


 




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trust office of the Trustee, which initially shall be located
at Wilmington Trust, National Association, 246 Goose Lane, Suite 105, Guilford, Connecticut, Attention: Townsquare Radio Administration,
shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for
one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any
such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations and surrenders may be made or served at the corporate trust office of
the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations and surrenders.


 


The Company 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 any such designation. The Company will give prompt written notice to the Trustee of any such designation
or rescission and any change in the location of any such other office or agency.


 


SECTION 3.13.     Corporate
Existence.   Except as otherwise provided in this Article III, Article IV and Section 10.2(b), the Company will 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 Restricted Subsidiary and the rights (charter and statutory), licenses and
franchises of the Company and each Restricted Subsidiary; provided, however, that the Company shall not be required
to preserve any such right, license or franchise or the corporate, partnership, limited liability company or other existence of
any Restricted Subsidiary if the respective Board of Directors or, with respect to a Restricted Subsidiary that is not a Significant
Subsidiary (or group of Restricted Subsidiaries that taken together would not be a Significant Subsidiary), senior management
of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and
each of its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be, disadvantageous in any
material respect to the Holders.


 


SECTION 3.14.     Payment
of Taxes.   The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all
material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which
appropriate reserves, if necessary (in the good faith judgment of management of the Company), are being maintained in accordance
with GAAP or where the failure to effect such payment will not be disadvantageous to the Holders.


 


SECTION 3.15.     Payments
for Consent.   The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to
be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of this Indenture, the Notes or the Guarantees unless such consideration is offered to be paid
and is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.


 


SECTION 3.16.         Compliance
Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an
Officer’s Certificate, one of the signers of which shall be the principal executive officer, principal financial officer
or principal accounting officer of the Company, stating that in the course of the performance by the signer of his or her duties
as an Officer of the Company he or she would normally have knowledge of any Default or Event of Default and whether or not the
signer knows of any Default or Event of Default that occurred during the previous fiscal year; provided that no such Officer’s
Certificate shall be required for any fiscal year ended prior to the Issue Date. If such Officer does have such knowledge, the
certificate shall describe the Default or Event of Default, its status and the action the Company is taking or proposes to take
with respect thereto.


 


SECTION 3.17.     Further
Instruments and Acts.   Upon request of the Trustee or as necessary to comply with future developments or requirements, the
Issuers will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purpose of this Indenture.


 




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SECTION 3.18.     Conduct
of Business.   The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any businesses other
than any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any
business that is similar, reasonably related, incidental or ancillary thereto or any reasonable extension thereof.


 


SECTION 3.19.     Statement
by Officers as to Default.   The Company shall deliver to the Trustee, as soon as possible and in any event within 30 days after
the Company becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the
details of such Event of Default or Default, its status and the actions which the Company is taking or proposes to take with respect
thereto.


 


SECTION 3.20.     Designation
of Restricted and Unrestricted Subsidiaries.   The Board of Directors of the Company may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted
Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation
and will reduce the amount available for Restricted Payments as described in Section 3.3 herein or under one or more clauses
of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment
would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
The Boards of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.


 


Any designation of a Subsidiary of the
Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of
Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation
complies with the preceding conditions and was permitted by Section 3.3 herein. If, at any time, any Unrestricted Subsidiary
would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary
for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary
of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date by Section 3.2
herein, the Company will be in default of such covenant.


 


The Board of Directors of the Company may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation
will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of
such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section
3.2 herein, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable
reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation
by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution
of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that
such designation complies with the preceding conditions.


 


SECTION 3.21.     Suspension
of Certain Covenants on Achievement of Investment Grade Status.   Following the first day the Notes have achieved Investment
Grade Status and no Default or Event of Default has occurred and is continuing under this Indenture, the beginning on that day
and ending on a Reversion Date (such period a “Suspension Period”), the Company and its Restricted Subsidiaries
will not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3).


 


On each Reversion Date, all Indebtedness
Incurred during the Suspension Period will be classified as having been Incurred pursuant to Section 3.2(a) or one of the
clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion
Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date).
To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Sections 3.2(a) or (b), such
Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section
3.2(b)(5)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under
Section 3.3 will be made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period.
Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made


 




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as Restricted Payments under Section 3.3(a). As described
above, however, no Default, Event of Default or breach of any kind shall be deemed to have occurred as a result of the Reversion
Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance
of obligations under agreements entered into by the Issuers or any of the Restricted Subsidiaries during the Suspension Period
(other than agreements to take actions after the Reversion Date that would not be permitted outside of the Suspension Period entered
into in contemplation of the Reversion Date).


 


During the Suspension Period, no Restricted
Subsidiary may be designated as an Unrestricted Subsidiary.


 


The Company, in an Officer’s Certificate,
shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will have no obligation to (i) independently
determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the
Suspension Period on the Company’s future compliance with its covenants or (iii) notify the Holders of a Covenant Suspension
or Reversion Date.


 


SECTION 3.22.         Limitation
on Activities of License Subsidiaries.   So long as a License Subsidiary does not Guarantee the Notes, such License Subsidiary
shall not (i) incur any Indebtedness or (ii) create, incur, assume or suffer to exist any Liens upon any of its property, assets,
income or profits, whether now owned or hereafter acquired, except Permitted Liens.


 


ARTICLE IV


 


SUCCESSOR ISSUERS;
SUCCESSOR PERSON


 


SECTION 4.1.         Merger
and Consolidation.


 


(a)           The
Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to,
any Person, unless:


 


(1)         the
resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing
under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company
(if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations
of the Company under the Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor of the Notes
is a corporation organized or existing under such laws;


 


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


 


(3)         immediately
after giving effect to such transaction, either (a) the Successor Company would be able to Incur at least an additional $1.00
of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Leverage Ratio would not be greater than it was immediately
prior to giving effect to such transaction; and


 


(4)         the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that
such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel
to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid
and binding agreement enforceable against the Successor Company (in each case, in form reasonably satisfactory to the Trustee);
provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of
fact, including as to satisfaction of clauses (2) and (3) above.


 




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(b)           For
purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially
all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company
instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.


 


(c)           The
Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture
but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations
under this Indenture or the Notes.


 


(d)           Notwithstanding
the preceding clauses (a)(2), (a)(3) and (a)(4) (which do not apply to transactions referred to in this sentence), (i) any Restricted
Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and
assets to the Company and (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all
or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3)
(which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or
merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating
the Company in another jurisdiction, or changing the legal form of the Company so long as the amount of Indebtedness is not increased
thereby.


 


(e)           The
foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted
Subsidiary of the Company.


 


(f)            No
Guarantor may:


 


(1)         consolidate
with or merge with or into any Person; or


 


(2)         sell,
convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to,
any Person; or


 


(3)         permit
any Person to merge with or into the Guarantor, unless




 


(i)         the
other Person is the Company or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction;
or


 


(ii)         (A)     either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of
the obligations of the Guarantor under its Guarantee of the Notes; and


 


(B)      immediately
after giving effect to the transaction, no Default has occurred and is continuing; or


 


(iii)         The
transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale
or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted
Subsidiary) otherwise permitted by this Indenture.


 




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ARTICLE V


 


REDEMPTION OF
SECURITIES


 


SECTION 5.1.         Notices
to Trustee.


 


If the Company elects to redeem Notes pursuant
to the optional redemption provisions of Section 5.7 hereof, it must furnish to the Trustee, at least 30 days but not more than
60 days before a redemption date, an Officer’s Certificate setting forth:


 


		(1)	the clause of this Indenture pursuant to which the redemption
                                         shall occur;



 


		(2)	the redemption date;



 


		(3)	the principal amount of Notes to be redeemed; and



 


		(4)	the redemption price.



 


Any optional redemption referenced in such
Officer’s Certificate may be cancelled by the Company at any time prior to notice of redemption being sent to any Holder
and thereafter shall be null and void.


 


SECTION 5.2.           Selection
of Notes to Be Redeemed or Purchased.


 


If less than all of the Notes are to be
redeemed pursuant to Section 5.7 or purchased in an Asset Disposition Offer pursuant to Section 3.5 or a redemption
pursuant to Section 5.9, the Trustee will select Notes for redemption or purchase (a) if the Notes are in global form,
on a pro rata basis or by lot or such similar method in accordance with the procedures of DTC and (b) if the Notes are in definitive
form, on a pro rata basis (subject to adjustments to maintain the authorized Notes denomination requirements) except:


 


(1)         if
the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities
exchange on which the Notes are listed; or


 


(2)         if
otherwise required by law.




 


No Notes in an unauthorized denomination
or of $2,000 in aggregate principal amount or less shall be redeemed in part. In the event of partial redemption, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior
to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.


 


The Trustee will promptly notify the Company
in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase,
the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions
of Notes called for redemption or purchase.


 


SECTION 5.3.         Notice
of Redemption.   At least 30 days but not more than 60 days before a redemption date, the Company will send or cause to be sent,
by electronic delivery or by first class mail postage prepaid, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles
VIII or XI hereof.


 


The notice will identify the Notes (including
the CUSIP or ISIN number) to be redeemed and will state:


 


		(1)	the redemption
                                         date;



 


		(2)	the redemption price;



 




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(3)         if
any Note is being redeemed in part, the portion of the principal amount of such Note 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 will be issued upon
cancellation of the original Note;


 


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




 


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


 


(6)         that,
unless the Company defaults in making such redemption payment, interest 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 Company’s request, the Trustee
will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Issuers
have delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period as the Trustee may agree
but in no event less than 30 days), an Officer’s Certificate requesting that the Trustee give such notice and setting forth
the information to be stated in such notice as provided in the preceding paragraph.


 


SECTION 5.4.         Effect
of Notice of Redemption.  Once notice of redemption is sent in accordance with Section 5.3 hereof, Notes called
for redemption become irrevocably due and payable on the redemption date at the redemption price. Notice of redemption may, at
the Company’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion
of an Equity Offering (in the case of redemption pursuant to Section 5.7(b) hereof) or Change of Control (in the case of purchase
pursuant to Section 3.9 hereof), as the case may be.


 


SECTION 5.5.         Deposit
of Redemption or Purchase Price.  Prior to 10:00 a.m. Eastern Time on the redemption or purchase date, the Company will
deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest
on, all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuers any
money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or
purchase price of, and accrued interest, on, all Notes to be redeemed or purchased.


 


If the Company complies with the provisions
of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions
of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior
to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall
be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on
any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 3.1 hereof.


 


SECTION 5.6.         Notes
Redeemed or Purchased in Part.  Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue
and, upon receipt of an Issuer Order, the Trustee will authenticate for the Holder at the expense of the Issuers a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note surrendered; provided, that each such new Note
will be in a minimum principal amount of $2,000 or integral multiple of $1,000 in excess thereof.


 




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SECTION 5.7.         Optional
Redemption.


 


(a)           At
any time prior to April 1, 2015, the Company may redeem the Notes in whole or in part, at its option, upon not less than 30 nor
more than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee,
to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as percentages
of principal amount of the Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant
Applicable Premium as of, and accrued and unpaid interest, to but excluding the date of redemption (the “Redemption Date”),
subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment
date.


 


(b)           At
any time and from time to time prior to April 1, 2015, the Issuers may, at its option, on one or more occasions, upon not less
than 30 nor more than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy
to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 35% of the
original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as percentages of principal
amount of the Notes to be redeemed) equal to 109.00% of the aggregate principal amount thereof, plus accrued and unpaid interest,
to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record
date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Issuers of one
or more Equity Offerings of the Issuers; provided that not less than 65% of the original aggregate principal amount of
Notes initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding
Notes held by the Issuers or any of its Restricted Subsidiaries); provided further that each such redemption occurs not
later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased
in the manner described under Sections 5.1 through 5.6.


 


(c)           Except
pursuant to clauses (a) and (b) of this Section 5.7, the Notes will not be redeemable at the Issuers’ option prior
to April 1, 2015.


 


(d)           At
any time and from time to time on or after April 1, 2015, the Company may redeem the Notes, in whole or in part, upon not less
than 30 nor more than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy
to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices
(expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid
interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes
on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month
period beginning on April 1 of each of the years indicated in the table below:


 


	Period	 	Percentage	 
	2015	 	 	106.750	%
	2016	 	 	104.500	%
	2017	 	 	102.250	%
	2018 and thereafter	 	 	100.000	%



 


(e)           Unless
the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable Redemption Date.


 


(f)            Any
redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.


 


SECTION 5.8.         Mandatory
Redemption.   The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes; provided
however, that under certain circumstances, the Company may be required to offer to purchase Notes under Section 3.5 and
Section 3.9. The Company may at any time and from time to time purchase Notes in the open market or otherwise.


 




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ARTICLE VI


 


DEFAULTS AND REMEDIES


 


SECTION 6.1.         Events
of Default.   Each of the following is an “Event of Default”:


 


(1)           default
in any payment of interest on any Note when due and payable, continued for 30 days;




 


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


 


(3)           failure
to comply with the Company’s agreements or obligations contained in this Indenture for 60 days after written notice by the
Trustee on behalf of the Holders or by the Holders of at least 30% in principal amount of the outstanding Notes;


 


(4)           default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Issuers or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by
the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether
such Indebtedness or Guarantee now exists, or is created after the date hereof, which default:


 


(A)         is
caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable
grace periods provided in such Indebtedness); or


 


(B)         results
in the acceleration of such Indebtedness prior to its stated final maturity;


 


and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or
the maturity of which has been so accelerated, aggregates $25.0 million or more;


 


(5)           failure
by the Company or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent
consolidated financial statements of the Company for a fiscal period end provided as required under Section 3.10) would
constitute a Significant Subsidiary), to pay final judgments aggregating in excess of $25.0 million other than any judgments covered
by indemnities provided by, or insurance policies issued by, reputable and creditworthy issuers, which final judgments remain
unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment
is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not
promptly stayed;


 


(6)           any
Note Guarantee ceases to be in full force and effect, other than in accordance with the terms of this Indenture or a Guarantor
denies or disaffirms its obligations under its Note Guarantee, other than in accordance with the terms of this Indenture or upon
release of such Guarantee in accordance with this Indenture;


 


(7)           the
Company or any Guarantor that is Significant Subsidiary or any group of Guarantors that, taken together as of the latest audited
consolidated financial statements for the Issuers, would constitute a Significant Subsidiary pursuant to or within the meaning
of any Bankruptcy Law:


 


(A)         commences
a voluntary case or proceeding;


 


(B)         consents
to the entry of an order for relief against it in an involuntary case or proceeding;


 




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(C)         consents
to the appointment of a Custodian of it or for substantially all of its property;


 


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




 


(E)          consents
to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; or


 


(F)          takes
any comparable action under any foreign laws relating to insolvency;




 


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




 


(A)         is
for relief against the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together
as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary, in an involuntary
case;


 


(B)         appoints
a Custodian of the Company, any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together as
of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary, for substantially
all of its property;


 


(C)         orders
the winding up or liquidation of the Company, any Guarantor that is a Significant Subsidiary or any group of Guarantors that,
taken together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary;
or


 


(D)         or
any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 consecutive
days;


 


SECTION 6.2.         Acceleration.   If any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1) occurs and is continuing,
the Trustee by notice to the Company, or the Holders of at least 30% in principal amount of the outstanding Notes by written notice
to the Company and the Trustee, may, and the Trustee at the request of such Holders shall (subject to the Trustee’s rights
under Section 6.5), declare the principal of, premium, if any, and accrued and unpaid interest, on all the Notes to be
immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, will be due and
payable immediately.


 


In the event of any Event of Default specified
in clause (4) of Section 6.1, such Event of Default and all consequences thereof shall be annulled, waived and rescinded, automatically
and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose:


 


(1)         (x)          the
Indebtedness that gave rise to such Event of Default shall have been discharged in full; or


 


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


 


(z)         if
the default that is the basis for such Event of Default has been cured; and


 


(2)         (a)         the
annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction;
and


 


(b)         all
existing Events of Default, except nonpayment of principal, premium or interest, on the Notes that became due solely because of
the acceleration of the Notes, have been cured or waived.


 




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If an Event of Default described in clause
(7) or (8) of Section 6.1 occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest,
on all Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or
any Holders.


 


SECTION 6.3.       Other
Remedies.   If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law
or in equity to collect the payment of principal of, or premium, if any, or interest, on the Notes or to enforce the performance
of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee
or any Holder 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. No remedy is exclusive of any other remedy. All available remedies are cumulative.


 


SECTION 6.4.       Waiver
of Past Defaults.   The Holders of a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an existing Default or Event
of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal
of, or premium, if any, or interest, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section
9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes
and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction,
(2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest that has
become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments
of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration,
has been paid, (4) the Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements
and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section
6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default
has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When
a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any consequent right.


 


SECTION 6.5.       Control
by Majority.   The Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to
Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it against all fees, losses and expenses (including attorney’s fees and expenses) caused by taking or not
taking such action.


 


SECTION 6.6.       Limitation
on Suits.   Subject to Section 6.7, a Holder may not pursue any remedy with respect to this Indenture or the Notes unless:


 


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


 


(2)         Holders
of at least 30% in principal amount of the outstanding Notes have requested in writing the Trustee to pursue the remedy;


 


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


 




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


 


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


 


A Holder may not use this Indenture to
prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the
Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such
Holders).


 


SECTION 6.7.       Rights
of Holders to Receive Payment.   Notwithstanding any other provision of this Indenture (including, without limitation, Section
6.6), the right of any Holder to receive payment of principal of, premium, if any, or interest, on the Notes held by such
Holder, on or after the respective due dates expressed or provided for in the Notes, 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 clauses (1) or (2) of Section 6.1 occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers for the
whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.7.


 


SECTION 6.9.       Trustee
May File Proofs of Claim.   The Trustee may 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 Company, its Subsidiaries
or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and
empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of
the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any
such judicial proceeding is hereby authorized by each Holder to make 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 it for the compensation,
expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section
7.7.


 


No provision of this Indenture 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 thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.


 


SECTION 6.10.     Priorities.


 


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


 


FIRST: to the Trustee for amounts
due to it under Section 7.7;


 


SECOND: to Holders for amounts
due and unpaid on the Notes for principal of, or 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 of, or premium, if any, and interest, respectively;
and


 


THIRD: to the Company, or to
the extent the Trustee collects any amount for any Guarantor, to such Guarantor.


 




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(b)         The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days
before such record date, the Company shall send or cause to be sent to each Holder and the Trustee a notice that states the record
date, the payment date and amount to be paid.


 


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 Trustee, a court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by
the Issuers, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal
amount of the 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 the rights and powers vested in it by this Indenture
and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such person’s own affairs.


 


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




 


(1)         the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and


 


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


 


(1)         this
paragraph does not limit the effect of paragraph (b) of this Section 7.1;


 


(2)         the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts;


 


(3)         the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.5; and


 


(4)         No
provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if
it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.


 


(d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section
7.1.


 




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(e)           The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers.


 


(f)            Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)           Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section 7.1 and to the provisions of the TIA.


 


SECTION 7.2.         Rights
of Trustee.  Subject to Section 7.1:


 


(a)           The
Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its
original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports
and statements of the Issuers as provided herein, but shall have no duty to review or analyze such reports or statements to determine
compliance with covenants or other obligations of the Issuers.


 


(b)           Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion
of Counsel.


 


(c)           The
Trustee may execute any of the trusts and powers hereunder or perform any duties hereunder either directly by or through its attorneys
and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care by it
hereunder.


 


(d)           The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers conferred upon it by this Indenture.


 


(e)           The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel relating to this Indenture or the Notes
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 Notes in good faith and in accordance with the advice or opinion of such counsel.


 


(f)            The
Trustee shall not be deemed to have notice of any Default or Event of Default or whether any entity or group of entities constitutes
a Significant Subsidiary unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a Default or of any such Significant Subsidiary is received by the Trustee at the corporate trust office
of the Trustee specified in Section 3.12, and such notice references the Notes and this Indenture.


 


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


 


(h)           The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Notes at the
request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred
therein or thereby.


 


(i)            The
Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is known to a Trust Officer of
the Trustee.


 


(j)            Whenever
in the administration of this Indenture or the Notes the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder or thereunder, the


 




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Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of negligence or willful misconduct on its part, conclusively rely upon an Officer’s Certificate.


 


(k)           The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon
reasonable notice, the books, records and premises of the Issuers and the Restricted Subsidiaries, personally or by agent or attorney
at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation.


 


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


 


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


 


(n)           In
no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage
of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of
such loss or damage.


 


(o)           Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient
if signed by one Officer of the Issuers.


 


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 Issuers, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections
7.10 and 7.11. In addition, the Trustee shall be permitted to engage in transactions with the Issuers.


 


SECTION 7.4.         Trustee’s
Disclaimer.   The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, shall not be accountable for the Company’s use of the proceeds from the sale of the Notes, shall not be responsible
for the use or application of any money received by any Paying Agent other than the Trustee or any money paid to the Company pursuant
to the terms of this Indenture and shall not be responsible for any statement of the Company in this Indenture or in any document
issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.


 


SECTION 7.5.         Notice
of Defaults.   If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof,
the Trustee shall send electronically or by first class mail to each Holder at the address set forth in the Notes Register notice
of the Default or Event of Default within 60 days after it is actually known to a Trust Officer. Except in the case of a Default
or Event of Default in payment of principal of, or premium, if any, or interest on any Note (including payments pursuant to the
optional redemption or required repurchase provisions of such Note), the Trustee may withhold the notice if and so long it in
good faith determines that withholding the notice is in the interests of Holders.


 


SECTION 7.6.         Reports
by Trustee to Holders.   Within 60 days after each March 31 beginning March 31, 2013, the Trustee shall mail to each Holder
a brief report dated as of such March 31 that complies with TIA Section 313(a) if and to the extent required thereby. The Trustee
also shall comply with TIA Section 313(c).


 


A copy of each report at the time of its
mailing to Holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed. The Issuers agree
to notify the Trustee promptly in writing whenever the Notes become listed on any stock exchange and of any delisting thereof
and the Trustee shall comply with TIA Section 313(d).


 




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SECTION 7.7.         Compensation
and Indemnity.   The Issuers shall pay, jointly and severally, to the Trustee from time to time compensation for its services
hereunder and under the Notes as the Issuers and the Trustee shall from time to time agree in writing. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection,
costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to Holders. Such expenses
shall include the reasonable compensation and expenses, disbursements and advances of the agents, counsel, accountants and experts
of the Trustee. The Issuers shall indemnify, jointly and severally, the Trustee against any and all loss, liability, damages,
claims or expense, including taxes (other than taxes based upon the income of the Trustee) (including reasonable attorneys’
and agents’ fees and expenses) incurred by it without willful misconduct or negligence, as determined by a court of competent
jurisdiction, on its part in connection with the administration of this trust and the performance of its duties hereunder and
under the Notes, including the costs and expenses of enforcing this Indenture (including this Section 7.7) and the Notes
and of defending itself against any claims (whether asserted by any Holder, the Issuers or otherwise). The Trustee shall notify
the Issuers promptly of any claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee
to so notify the Issuers shall not relieve the Issuers of its obligations hereunder. The Issuers shall defend the claim and the
Trustee shall provide reasonable cooperation at the Issuers’ expense in the defense. The Trustee may have separate counsel
and the Issuers shall pay the fees and expenses of such counsel; provided that the Issuers shall not be required to pay
the fees and expenses of such separate counsel if it assumes the Trustee’s defense, and, in the reasonable judgment of outside
counsel to the Trustee, there is no conflict of interest between the Issuers and the Trustee in connection with such defense.


 


To secure the Issuers’ payment obligations
in this Section 7.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive
the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under
this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Issuers.


 


The Issuers’ payment obligations
pursuant to this Section 7.7 shall survive the discharge of this Indenture and any resignation or removal of the Trustee
under Section 7.8. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs
fees, expenses or renders services after the occurrence of a Default specified in clause (7) or clause (8) of Section 6.1,
the expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.


 


SECTION 7.8.         Replacement
of Trustee.   The Trustee may resign at any time by so notifying the Issuers in writing not less than 30 days prior to the effective
date of such resignation. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the
removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee
with the Issuers’ written consent, which consent will not be unreasonably withheld. The Issuers shall remove the Trustee
if:


 


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



 


		(2)	the Trustee is adjudged bankrupt or insolvent;



 


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



 


		(4)	the Trustee otherwise becomes incapable of acting.



 


If the Trustee resigns or is removed by
the Issuers or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint
a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason
(the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee


 




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shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the
expense of the Issuers, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided
for in Section 7.7.


 


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


 


If the Trustee fails
to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA Section 310(b), any
Holder, who has been a bona fide holder of a Note for at least six months, may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding the
replacement of the Trustee pursuant to this Section 7.8, the Issuers’ obligations under Section 7.7 shall
continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of
any successor Trustee.


 


SECTION 7.9.         Successor
Trustee by Merger.   If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without
any further act shall be the successor Trustee.


 


In case at the time such successor or successors
by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes
shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication
of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have
been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; provided that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors
by merger, consolidation or conversion.


 


SECTION 7.10.         Eligibility;
Disqualification.   This Indenture shall always have a Trustee that satisfies the requirements of TIA Section 310(a)(1), (2)
and (5) in every respect. The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA Section 310(b); provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Issuers are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.


 


SECTION 7.11.         Preferential
Collection of Claims Against the Issuers.   The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated.


 


SECTION 7.12.         Trustee’s
Application for Instruction from the Issuers.   Any application by the Trustee for written instructions from the Issuers 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 three Business Days after the date any Officer of the Issuers
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.


 




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ARTICLE VIII


 


LEGAL DEFEASANCE
AND COVENANT DEFEASANCE


 


SECTION 8.1.         Option
to Effect Legal Defeasance or Covenant Defeasance; Defeasance.   The Issuers may, at their option and at any time, elect to
have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set
forth below in this Article VIII.


 


SECTION 8.2.         Legal
Defeasance and Discharge.   Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this
Section 8.2, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Guarantees)
on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes (including the Guarantees), which will 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 clauses (1) and (2)
below, and to have satisfied all of their other obligations under such Notes, the Guarantees and this Indenture (and the Trustee,
on written demand of and at the expense of the Issuers, shall execute such instruments reasonably requested by the Issuers acknowledging
the same) and to have cured all then existing Events of Default, except for the following provisions which will survive until
otherwise terminated or discharged hereunder:


 


(1)         the
rights of Holders of Notes issued under this Indenture to receive payments in respect of the principal of, premium, if any, and
interest, on the Notes when such payments are due solely out of the trust referred to in Section 8.4 hereof;


 


(2)         the
Issuers’ obligations with respect to the Notes under Article II concerning issuing temporary Notes, registration of such
Notes, mutilated, destroyed, lost or stolen Notes and Section 3.12 hereof concerning the maintenance of an office or agency
for payment and money for security payments held in trust;


 


(3)         the
rights, powers, trusts, duties and immunities of the Trustee and the Issuers’ or Guarantors’ obligations in connection
therewith; and


 


(4)         this
Article VIII with respect to provisions relating to Legal Defeasance.




 


SECTION 8.3.         Covenant
Defeasance.   Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.3,
the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.4 hereof,
be released from each of their obligations under the covenants contained in Section 3.2, 3.3, 3.4, 3.5,
3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.16, 3.19, 3.21 and Section
4.1 (except Section 4.1(a)(1) and (a)(2)) hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and
the Notes will 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 will continue to be deemed “outstanding”
for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and
Guarantees, the Issuers and the Guarantors 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 and Guarantees will be unaffected thereby. In addition, upon the Issuers’
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) (other than with respect to Section 4.1(a)(1) and
(a)(2)), 6.1(4), 6.1(5), 6.1(6), 6.1(7) (with respect only to a Guarantor that is a Significant
Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), and 6.1(8) (with
respect only to a Guarantor that is a Significant Subsidiaries or any group of Guarantors that taken together would constitute
a Significant Subsidiary) hereof shall not constitute Events of Default.


 




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SECTION 8.4.         Conditions
to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section
8.2 or 8.3 hereof:


 


(1)           the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, U.S. Government
Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of and premium, if any, interest, due on the Notes issued under this Indenture
on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuers must specify whether such
Notes are being defeased to maturity or to a particular redemption date;


 


(2)           in
the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that, subject to customary assumptions and exclusions;


 


(A)         the
Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; or


 


(B)          since
the issuance of such Notes, there has been a change in the applicable U.S. federal income tax law;


 


in either case to the effect that, and based thereon
such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders
will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;


 


(3)          in
the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


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


 


(5)         such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit
Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuers or any Guarantor is
a party or by which the Issuers or any Guarantor is bound;


 


(6)         the
Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject
to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 547
and 548 of Title 11 of the United States Code, as amended, or any applicable bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally under any applicable U.S. federal or state law;


 


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


 


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


 




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SECTION 8.5.         Deposited
Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.   Subject to Section 8.6 hereof,
all money and 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 will be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying
Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal,
premium, and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The Issuers will pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the cash or 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.


 


Notwithstanding anything in this Article
VIII to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any
money or 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 the Issuers.   Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment
of the principal of, premium or interest on, any Note and remaining unclaimed for two years after such principal, premium or interest
has become due and payable shall be paid to the Issuers on their written request unless an abandoned property law designates another
Person or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted
to look only to the Issuers for payment thereof unless an abandoned property law designates another Person, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, shall at the expense of the Issuers 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 will not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.


 


SECTION 8.7.         Reinstatement.   If the Trustee or Paying Agent is unable to apply any money or U.S. dollars or 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 Issuers’ and the Guarantors’ obligations
under this Indenture and the Notes and the Guarantees will 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
Issuers make any payment of principal of, premium, or interest on, any Note following the reinstatement of its obligations, the
Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.


 


ARTICLE IX


 


AMENDMENTS


 


SECTION 9.1.         Without
Consent of Holders.   Notwithstanding Section 9.2 of this Indenture, the Company, any Guarantor (with respect to its Guarantee
or this Indenture) and the Trustee may amend, supplement or modify this Indenture, any Guarantee and the Notes without the consent
of any Holder:


 


(1)         to
cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to any provision under the heading
“Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes;


 




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(2)         to
provide for the assumption by a successor Person of the obligations of the Issuers or any Guarantor under any Note Document;


 


(3)         to
provide for uncertificated Notes in addition to or in place of certificated Notes;




 


(4)         to
add to the covenants or provide for a Guarantee for the benefit of the Holders or to surrender any right or power conferred upon
the Issuers or any Restricted Subsidiary;


 


(5)         to
make any change that does not adversely affect the rights of any Holder in any material respect;




 


(6)         make
such provisions as necessary (as determined in good faith by the Issuers) for the issuance of Additional Notes;


 


(7)         to
provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect
to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge
or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking
is provided for under this Indenture;


 


(8)         to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements
hereof or to provide for the accession by the Trustee to any Note Document; or


 


(9)         to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture,
including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i)
compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or
any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer
Notes.


 


Subject to Section 9.2, upon the
request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture,
and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.4 hereof, the Trustee will join
with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental
indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.


 


After an amendment or supplement under
this Section 9.1 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement.
The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment
or supplement under this Section 9.1.


 


SECTION 9.2.         With
Consent of Holders.   Except as provided below in this Section 9.2, the Company, the Guarantors and the Trustee may amend
or supplement this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding and issued under this Indenture, including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Sections 6.4 and
6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal
of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including consents obtained
in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 12.4
hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2.


 




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Upon the request of the Company accompanied
by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the
documents described in Sections 9.6 and 12.4 hereof, the Trustee will join with the Company and the Guarantors in
the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s
own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but will not be obligated to, enter into such amended or supplemental Indenture.


 


Without the consent of each Holder of Notes
affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting
Holder:


 


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




 


(2)         reduce
the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Section
3.5 and Section 3.9);


 


(3)         reduce
the principal of or extend the Stated Maturity of any such Note;




 


(4)         reduce
the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case
as set forth in Section 5.7;


 


(5)         make
any such Note payable in money other than that stated in such Note;




 


(6)         impair
the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates
therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes;


 


(7)         waive
a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission
of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of
the payment default that resulted from such acceleration);


 


(8)         release
any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this
Indenture; or


 


(9)         make
any change in the amendment or waiver provisions which require the Holders’ consent described in this Section 9.2.


 


It shall not be necessary for the consent
of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall
be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture
by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid
by such tender or exchange.


 


After an amendment or supplement under
this Section 9.2 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement.
The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment
or supplement.


 


SECTION 9.3.         Compliance
with Trust Indenture Act.   Every amendment or supplement to this Indenture, any Guarantee and the Notes will be set forth in
an amended or supplemental indenture that complies with the TIA as then in effect.


 


SECTION 9.4.         Revocation
and Effect of Consents and Waivers.   Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by the Holder of a Note and


 




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


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after
such record date.


 


SECTION 9.5.         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 Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Issuer Order,
authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate notation
or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.


 


SECTION 9.6.         Trustee
to Sign Amendments.   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 Issuers
may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended
or supplemental indenture, the Trustee will be entitled to receive and (subject to Sections 7.1 and 7.2 hereof)
shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.2 hereof, an
Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and is valid, binding and enforceable against the Issuers in accordance with its terms.


 


ARTICLE X


 


GUARANTEE


 


SECTION 10.1.         Guarantee.   Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as
primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the
Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal
of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Issuers under this Indenture (including
without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding and the obligations under Section 7.7), (all the foregoing being hereinafter collectively
called the “Guaranteed Obligations”). Each Guarantor agrees that the Guaranteed Obligations will rank equally
in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to
the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of
payment to such other Indebtedness.


 


To evidence its Guarantee set forth in
this Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an
Officer of such Guarantor.


 


Each Guarantor hereby agrees that its
Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement
of any notation of such Guarantee on the Notes.


 




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If an Officer whose signature is on this
Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.


 


Each Guarantor further agrees (to the extent
permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent
from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed
Obligation.


 


Each Guarantor waives presentation to,
demand of payment from and protest to the issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.
Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.


 


Each Guarantor further agrees that its
Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require
that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations.


 


Except as set forth in Section 10.2,
the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason
of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality
of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected
by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuers or any other
person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;
(d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any
right or remedy against any other Guarantor; (f) any change in the ownership of the Issuers; (g) any default, failure or delay,
willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to
do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise
operate as a discharge of such Guarantor as a matter of law or equity.


 


Each Guarantor agrees that its Guarantee
herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released
from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees
that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of, premium, if any, interest on any of the Guaranteed Obligations is rescinded or must otherwise be
restored by any Holder upon the bankruptcy or reorganization of the Issuers or otherwise.


 


In furtherance of the foregoing and not
in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure
of the Issuers to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration,
by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the
unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations
then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition
in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuers or any Guarantor
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding).


 


Each Guarantor further agrees that, as
between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed
hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event
of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee.


 




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Each Guarantor also agrees to pay any and
all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing
any rights under this Section.


 


SECTION 10.2.         Limitation
on Liability; Termination, Release and Discharge.


 


(a)           Any
term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited
to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such
Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state
law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.


 


(b)           Any
Note Guarantee of a Guarantor shall be automatically and unconditionally released and discharged upon:


 


(1)         a
sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or
disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise
permitted by this Indenture;


 


(2)         the
designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after
which the Guarantor is no longer a Restricted Subsidiary;


 


(3)         defeasance
or discharge of the Notes pursuant to Article VIII or Article XI;




 


(4)         to
the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of
“Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause,


 


(5)         to
the extent such Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the
time of release of its Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in
connection with the Credit Agreement (except a release by or as a result of a payment thereon), (y) is not an obligor under any
Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 3.2(b)(4) and (z) does not guarantee any Indebtedness
of the Company or any of the other Guarantors, or


 


(6)         upon
the achievement of Investment Grade Status by the Notes; provided that such Note Guarantee shall be reinstated upon the
Reversion Date.


 


SECTION 10.3.         Right
of Contribution.   Each Guarantor hereby agrees that to the extent that any Guarantor shall have paid more than its proportionate
share of any payment made on the obligations under the Guarantees, such Guarantor shall be entitled to seek and receive contribution
from and against the Issuers or any other Guarantor who has not paid its proportionate share of such payment. The provisions of
this Section 10.3 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders
and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.


 


SECTION 10.4.         No
Subrogation.   Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be
subrogated to any of the rights of the Trustee or any Holder against the Issuers or any other Guarantor or any collateral security
or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuers or any other Guarantor in respect of
payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuers on account of
the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights
at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor
in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith


 




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upon receipt by such Guarantor, be turned over to the
Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied
against the Guaranteed Obligations.


 


ARTICLE XI


 


SATISFACTION AND
DISCHARGE


 


SECTION 11.1.         Satisfaction
and Discharge.   This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder,
when:


 


(a)           either:


 


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


 


(2)         all
such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of
a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee, in the name, and at the expense of the Issuers;


 


(b)           the
Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient,
without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such Notes not previously
delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of
Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be;


 


(c)           no
Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting
of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing
on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation
of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture)
to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound;


 


(d)           the
Issuers or any Guarantor has paid or caused to be paid all sums payable by the Issuers under this Indenture; and


 


(e)           the
Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such Notes issued
hereunder at maturity or the redemption date, as the case may be.


 


In addition, the Issuers shall deliver
an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.


 


Notwithstanding the satisfaction and discharge
of this Indenture, if money has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions
of Sections 11.2 and 8.6 hereof will survive.


 


SECTION 11.2.         Application
of Trust Money.   Subject to the provisions of Section 8.6 hereof, all money deposited with the Trustee pursuant to Section
11.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal (and premium) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.


 




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If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with Section 11.1 hereof by reason of any legal proceeding
or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such
application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.1 hereof; provided that if the Issuers have
made any payment of principal of, premium or interest on, any Notes because of the reinstatement of its obligations, the Issuers
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.


 


ARTICLE XII


 


MISCELLANEOUS


 


SECTION 12.1.         Notices.   Any notice, request, direction, consent or communication made pursuant to the provisions of this Indenture or the Notes shall
be in writing and delivered in person, sent by facsimile, sent by electronic mail in pdf format, delivered by commercial courier
service or mailed by first-class mail, postage prepaid, addressed as follows:


 


if to the Issuers or to any Guarantor:


 


Townsquare Radio, LLC


Townsquare Radio, Inc.


240 Greenwich Avenue


Greenwich, CT 06830


Attention: Chief Financial Officer


Facsimile: (203) 861-0920


 


with a copy to:


 


Kirkland & Ellis LLP


601 Lexington Ave


New York, New York 10022


Attention: Joshua Korff, Esq.


Facsimile: (212) 446-4900


 


if to the Trustee, at its corporate trust office,
which corporate trust office for purposes of this Indenture is at the date hereof located at:


 


Wilmington Trust, National Association


246 Goose Lane, Suite 105


Guilford, Connecticut 06437-2186


Attention: Townsquare Radio Administrator


Telecopy: 203-453-1183


 


The Issuers or the Trustee by written notice
to the other may designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication to the Issuers
or the Guarantors shall be deemed to have been given or made as of the date so delivered if personally delivered or if delivered
electronically, in pdf format; when receipt is acknowledged, if telecopied; and seven calendar days after mailing if sent by registered
or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually
received by the addressee). Any notice or communication to the Trustee shall be deemed delivered upon receipt.


 


Any notice or communication sent to a Holder
shall be mailed to the Holder at the Holder’s address as it appears in the Notes Register and shall be sufficiently given
if so sent within the time prescribed.


 




    	-98-



    	 



    

 


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
sent in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee
shall be effective only upon receipt.


 


Notwithstanding any other provision of
this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption
or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to
DTC (or its designee) pursuant to the standing instructions from DTC or its designee.


 


SECTION 12.2.         Certificate
and Opinion as to Conditions Precedent.   Upon any request or application by the Issuers or any of the Guarantors to the Trustee
to take or refrain from taking any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish
to the Trustee:


 


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


 


(2)         an
Opinion of Counsel in form satisfactory to the Trustee (which shall include the statements set forth in Section 12.3 hereof)
stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been complied
with.


 


SECTION 12.3.         Statements
Required in Certificate or Opinion.   Each certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture:


 


(1)         a
statement that the individual making such certificate or opinion has read such covenant or condition;


 


(2)         a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)         a
statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


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


 


In giving such Opinion of Counsel, counsel
may rely as to factual matters on an Officer’s Certificate or on certificates of public officials.


 


SECTION 12.4.         When
Notes Disregarded.   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 Issuers, any Guarantor or any Affiliate of them shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.


 


SECTION 12.5.         Rules
by Trustee, Paying Agent and Registrar.   The Trustee may make reasonable rules for action by, or at meetings of, Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.


 


SECTION 12.6.         Legal
Holidays.   A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions
are authorized or required to be closed in New York, New York or the state of the place of payment. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is


 




    	-99-



    	 



    

 


not a Legal Holiday, and no interest shall accrue for the intervening
period. If a regular record date is a Legal Holiday, the record date shall not be affected.


 


SECTION 12.7.         Governing
Law.   THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


SECTION 12.8.         Jurisdiction.   The Issuers and the Guarantors agree that any suit, action or proceeding against the Issuers or any Guarantor brought by any Holder
or the Trustee arising out of or based upon this Indenture, the Guarantee or the Notes may be instituted in any state or Federal
court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably
submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuers and the Guarantors irrevocably
waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection
with this Indenture, the Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of the
United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the
ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuers and the Guarantors agree
that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuers
or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuers or the Guarantors,
as the case may be, are subject by a suit upon such judgment.


 


SECTION
12.9.         Waivers of Jury Trial.   EACH OF THE ISSUERS, THE GUARANTORS
AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES
AND FOR ANY COUNTERCLAIM THEREIN.


 


SECTION 12.10.         USA
PATRIOT Act.   The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties
to this Indenture agree that they will provide the Trustee with such information as it may request in order to satisfy the requirements
of the USA PATRIOT Act.


 


SECTION 12.11.         No
Recourse Against Others.   No director, officer, employee, incorporator or shareholder of the Issuers or any of its Subsidiaries
or Affiliates, or such (other than the Issuers and the Guarantors), shall have any liability for any obligations of the Issuers
or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of
such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against public policy.


 


SECTION 12.12.         Successors.   All agreements of the Issuers and each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


SECTION 12.13.         Multiple
Originals.   The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu
of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to
be their original signatures for all purposes.


 


SECTION 12.14.         Table
of Contents; Headings.   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 intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.


 




    	-100-



    	 



    

 


SECTION 12.15.         Force
Majeure.   In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being
understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


SECTION 12.16.         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.


 


[Signature on following
pages]


 




    	-101-



    	 



    

 


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


 


	 	TOWNSQUARE RADIO, LLC
	 	 
	 	By:	/s/ Stuart Rosenstein
	 	 	Name: Stuart Rosenstein
	 	 	Title: Executive Vice President, Chief
	 	 	Financial Officer and Secretary
	 	 
	 	TOWNSQUARE RADIO, INC.
	 	 
	 	By:	/s/ Stuart Rosenstein
	 	 	Name: Stuart Rosenstein
	 	 	Title: Executive Vice President, Chief
	 	 	Financial Officer and Secretary
	 	 
	 	ON BEHALF OF EACH OF THE
	 	GUARANTORS LISTED ON
	 	SCHEDULE I
    HERETO
	 	 
	 	By:	/s/ Stuart Rosenstein
	 	 	Name: Stuart Rosenstein
	 	 	Title: Executive Vice President, Chief
	 	 	Financial Officer and Secretary


 


[Signature Page
to the Indenture]


 




    	 



    	 



    

 


	 	WILMINGTON TRUST, NATIONAL
	 	ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Timothy P. Mowdy
	 	Name: Timothy P. Mowdy
	 	Title: Vice President


 


[Signature Page
to the Indenture]


 




    	 



    	 



    

 


SCHEDULE I


 


Guarantors


 


	Entity	Jurisdiction
	GAP
    Broadcasting Burlington, LLC	Delaware
	GAP
    Broadcasting Midland-Odessa, LLC	Delaware
	Millennium
    Atlantic City II Holdco, LLC	Delaware
	Regent
    Broadcasting of Chico, Inc.	Delaware
	Regent
    Broadcasting of Duluth, Inc.	Delaware
	Regent
    Broadcasting of Erie, Inc.	Delaware
	Regent
    Broadcasting of Flagstaff, Inc.	Delaware
	Regent
    Broadcasting of Kingman, Inc.	Delaware
	Regent
    Broadcasting of Lake Tahoe, Inc.	Delaware
	Regent
    Broadcasting of Lancaster, Inc.	Delaware
	Regent
    Broadcasting of Lexington, Inc.	Delaware
	Regent
    Broadcasting of Palmdale, Inc.	Delaware
	Regent
    Broadcasting of Redding, Inc.	Delaware
	Regent
    Broadcasting of San Diego, Inc.	Delaware
	Regent
    Broadcasting of South Carolina, Inc.	Delaware
	Regent
    Broadcasting of St. Cloud II, Inc.	Minnesota
	Regent
    Broadcasting of Watertown, Inc.	Delaware
	Special
    Events Management, LLC	Delaware
	Townsquare
    Live Events, LLC	Delaware
	Townsquare
    Media Abilene, LLC	Delaware
	Townsquare
    Media Acquisition III, LLC	Delaware
	Townsquare
    Media Acquisition IV, LLC	Delaware
	Townsquare
    Media Amarillo, LLC	Delaware
	Townsquare
    Media Atlantic City II, LLC	Delaware
	Townsquare
    Media Atlantic City III Holdco, LLC	Delaware
	Townsquare
    Media Atlantic City III, LLC	Delaware
	Townsquare
    Media Atlantic City, LLC	Delaware
	Townsquare
    Media Billings, LLC	Delaware
	Townsquare
    Media Bozeman, LLC	Delaware
	Townsquare
    Media Broadcasting, LLC	Delaware
	Townsquare
    Media Casper, LLC	Delaware
	Townsquare
    Media Cheyenne, LLC	Delaware
	Townsquare
    Media Duluth, LLC	Delaware
	Townsquare
    Media Lake Charles, LLC	Delaware
	Townsquare
    Media Laramie, LLC	Delaware
	Townsquare
    Media Lawton, LLC	Delaware
	Townsquare
    Media Lubbock, LLC	Delaware
	Townsquare
    Media Lufkin, LLC	Delaware
	Townsquare
    Media Missoula, LLC	Delaware
	Townsquare
    Media Monmouth-Ocean, LLC	Delaware
	Townsquare
    Media Odessa-Midland, LLC	Delaware
	Townsquare
    Media of Albany and Lafayette, Inc.	Delaware
	Townsquare
    Media of Albany, Inc.	Delaware
	Townsquare
    Media of Bloomington, Inc.	Delaware
	Townsquare
    Media of Buffalo, Inc.	Delaware


 




    	 



    	 



    

 


	Entity	Jurisdiction
	Townsquare
    Media of El Paso, Inc.	Delaware
	Townsquare
    Media of Evansville/Owensboro, Inc.	Delaware
	Townsquare
    Media of Flint, Inc.	Delaware
	Townsquare
    Media of Ft. Collins and Grand Rapids, LLC	California
	Townsquare
    Media of Ft. Collins, Inc.	Delaware
	Townsquare
    Media of Grand Rapids, Inc.	Delaware
	Townsquare
    Media of Lafayette, LLC	Delaware
	Townsquare
    Media of Midwest, LLC	Delaware
	Townsquare
    Media of Peoria, Inc.	Delaware
	Townsquare
    Media of St. Cloud, Inc.	Delaware
	Townsquare
    Media Of Utica/Rome, Inc.	Delaware
	Townsquare
    Media Oneonta, LLC	Delaware
	Townsquare
    Media Pocatello, LLC	Delaware
	Townsquare
    Media Quincy-Hannibal, LLC	Delaware
	Townsquare
    Media San Angelo, LLC	Delaware
	Townsquare
    Media Sedalia, LLC	Delaware
	Townsquare
    Media Shelby, LLC	Delaware
	Townsquare
    Media Shreveport, LLC	Delaware
	Townsquare
    Media Texarkana, LLC	Delaware
	Townsquare
    Media Trenton, LLC	Delaware
	Townsquare
    Media Tri-Cities, LLC	Delaware
	Townsquare
    Media Twin Falls, LLC	Delaware
	Townsquare
    Media Tyler, LLC	Delaware
	Townsquare
    Media Victoria, LLC	Delaware
	Townsquare
    Media West Central Holdings, LLC	Delaware
	Townsquare
    Media West Central Intermediate Holdings, LLC	Delaware
	Townsquare
    Media West Central Radio Broadcasting, LLC	Delaware
	Townsquare
    Media Wichita Falls, LLC	Delaware
	Townsquare
    Media Yakima, LLC	Delaware
	Townsquare
    Media, Inc.	Delaware
	Townsquare
    New Jersey Holdco, LLC	Delaware


 




    	I-2



    	 



    

 


EXHIBIT A


 


[FORM OF FACE OF
GLOBAL RESTRICTED NOTE]


[Applicable Restricted
Notes Legend]


[Depository Legend,
if applicable]


[OID Legend, if applicable]


[Temporary Regulation
S Legend, if applicable]


 


	No. [___]	 	Principal Amount $[_________] [as revised by
    the Schedule of Increases and Decreases in Global Note attached hereto]1
	 	 	CUSIP NO. ______________________


 


TOWNSQUARE RADIO, LLC


TOWNSQUARE RADIO, INC.


 


9.00% Senior Notes due 2019


 


Townsquare Radio, LLC, a Delaware limited
liability company (the “Company”) and Townsquare Radio, Inc., a Delaware corporation (“Finance”
and, together with the Company, the “Issuers”), promise to pay to [Cede & Co.],1
or its registered assigns, the principal sum of                Dollars,
[as revised by the Schedule of Increases and Decreases in Global Note attached hereto],1
on April 1, 2019.


 


Interest Payment Dates: April 1 and October 1, commencing
on October 1, 2012


 


Record Dates: March 15 and September 15


 


Additional provisions of this Note are set forth
on the other side of this Note.


 


 





 



1 Insert in Global Notes only.


 




    	A-1



    	 



    

 


IN WITNESS WHEREOF, the Issuers have caused this
instrument to be duly executed.


 


	 	TOWNSQUARE RADIO, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	TOWNSQUARE RADIO, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	A-2



    	 



    

 


TRUSTEE CERTIFICATE
OF AUTHENTICATION


 


This Note is one
of the 9.00% Senior Notes due 2019 referred to in the within-mentioned Indenture.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as
	 	Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ___________________


 




    	A-3



    	 



    

 


[FORM OF REVERSE
SIDE OF NOTE]


TOWNSQUARE RADIO,
LLC


TOWNSQUARE RADIO,
INC.


9.00% SENIOR NOTES
DUE 2019


 


Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture.


 


		1.	Interest



 


The Issuers promise to pay interest on
the principal amount of this Note at 9.00% per annum from April 4, 2012 until maturity. The Issuers will pay interest semi-annually
in arrears every April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment
Date shall be October 1, 2012. The Issuers shall pay interest on overdue principal at the rate specified herein, and they 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 on the Notes will be computed
on the basis of a 360-day year comprised of twelve 30-day months.


 


[Until this Regulation S Temporary Global
Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments
of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.]


 


		2.	Method of Payment



 


By no later than 10:00 a.m. (New York City
time) on the date on which any principal of, premium, if any, interest, on any Note is due and payable, the Issuers shall deposit
with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, interest when due. Interest
on any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the preceding March 15 and
September 15 at the office or agency of the Issuers maintained for such purpose pursuant to Section 2.3 of the Indenture.
The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent or Registrar
designated by the Issuers maintained for such purpose (which shall initially be the office of the Trustee maintained for such
purpose), or at such other office or agency of the Issuers as may be maintained for such purpose pursuant to Section 2.3 of
the Indenture; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid
by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii)
wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph.
Payments in respect of Notes represented by a Global Note (including principal, premium, if any, interest) will be made by wire
transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depository.
Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, interest) held by a Holder
of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made in accordance with the
Notes Register, or by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion). If an Interest Payment Date is a Legal Holiday, payment shall be made on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday,
the record date shall not be affected.


 


		3.	Paying Agent and Registrar



 


The Issuers initially appoint Wilmington
Trust, National Association (the “Trustee”) as Registrar and Paying Agent for the Notes. The Issuers may change
any Registrar or Paying Agent without prior notice to the Holders. The Issuers or any Guarantor may act as Paying Agent, Registrar
or transfer agent.


 




    	A-4



    	 



    

 


		4.	Indenture



 


The Issuers issued the Notes under an Indenture
dated as of April 4, 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”),
among the Issuers and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
“Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the
Indenture and the Act for a statement of those terms.


 


The Notes are senior obligations of the
Issuers. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This
Note is one of the 9.00% Senior Notes due 2019 referred to in the Indenture. The Notes include (i) $265,000,000 principal amount
of the Issuers’ 9.00% Senior Notes due 2019 issued under the Indenture on April 4, 2012 (the “Initial Notes”)
and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 4,
2012 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes
and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes
certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of
certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted
subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision
of financial information and the provision of guarantees of the Notes by certain subsidiaries.


 


		5.	[Reserved]



 


		6.	Guarantees



 


To guarantee the due and punctual payment
of the principal, premium, if any, interest (including post-filing or post-petition interest in any proceeding under Bankruptcy
Law) on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the
Guarantor will unconditionally guarantee (and future guarantors, jointly and severally with the Guarantor, will fully and unconditionally
Guarantee) such obligations on a senior basis pursuant to the terms of the Indenture.


 


		7.	Redemption



 


(a)           At
any time prior to April 1, 2015, the Company may redeem the Notes in whole or in part, at its option, upon not less than 30 nor
more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes
to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as percentages of principal amount
of the Notes to be redeemed) equal to 100% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of,
and accrued and unpaid interest, to but excluding the date of redemption (the “Redemption Date”), subject to
the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.


 


(b)           At
any time and from time to time prior to April 1, 2015, the Issuers may, at its option, on one or more occasions, upon not less
than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder
of Notes to the address of such Holder appearing in the Notes Register, redeem up to 35% of the original aggregate principal amount
of Notes issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed)
equal to 109.00% of the aggregate principal amount thereof, plus accrued and unpaid interest, thereon, if any, to but excluding
the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive
interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings
of the Issuers; provided that not less than 65% of the original aggregate principal amount of Notes initially issued under
the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company
or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after
the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described
under Sections 5.1 through 5.6 of the Indenture.


 




    	A-5



    	 



    

 


(c)           Except
pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Issuers’ option prior to April
1, 2015.


 


(d)           At
any time and from time to time on or after April 1, 2015, the Issuers may redeem the Notes, in whole or in part, upon not less
than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder
of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal
amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, to but excluding the
applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest
due on the relevant interest payment date, if redeemed during the twelve-month period beginning on April 1 of each of the years
indicated in the table below:


 


	Period	 	Percentage	 
	2015	 	 	106.750	%
	2016	 	 	104.500	%
	2017	 	 	102.250	%
	2018 and thereafter	 	 	100.000	%



 


(e)           Unless
the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable Redemption Date.


 


(f)            Any
redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of
the Indenture.


 


Except as set forth in paragraph 5 above,
the Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


		8.	Repurchase Provisions



 


If a Change of Control occurs, each Holder
will have the right to require the Company to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest, to but excluding the date of purchase, subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms
of, the Indenture.


 


Upon certain Asset Dispositions, the Company
may be required to use the Excess Proceeds from such Asset Dispositions to offer to offer to purchase the maximum aggregate principal
amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Company’s option, Pari
Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, to the date fixed for the closing of such offer, in accordance with
the procedures set forth in Section 3.5 and in Article V of the Indenture.


 


		9.	Denominations; Transfer; Exchange



 


The Notes shall be issuable only in fully
registered form in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.
A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things,
to furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a period beginning
(1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the
day of such mailing or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date or (B) called for
redemption, except the unredeemed portion of any Note being redeemed in part.


 


[This Regulation S Temporary Global Note
is exchangeable in whole or in part for one or more Global Notes only (i) on or after the expiration of the Restricted Period
and (ii) upon presentation of certificates (accompanied


 




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by an Opinion of Counsel, if applicable) required by Article
II of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall
cancel this Regulation S Temporary Global Note.]


 


		10.	Persons Deemed Owners



 


The registered Holder of this Note may be treated
as the owner of it for all purposes.


 


		11.	Unclaimed Money



 


If money for the payment of principal,
premium, if any, interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuers
at its written request unless an abandoned property law designates another Person to receive such money. After any such payment,
Holders entitled to the money must look only to the Issuers and not to the Trustee for payment as general creditors unless an
abandoned property law designates another person for payment.


 


		12.	Discharge and Defeasance



 


Subject to certain exceptions and conditions
set forth in the Indenture, the Issuers at any time may terminate some or all of its obligations under the Notes and the Indenture
if the Issuers deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any and
interest on the Notes to redemption or maturity, as the case may be.


 


		13.	Amendment, Supplement, Waiver



 


Subject to certain exceptions contained
in the Indenture, the Indenture and the Notes may be amended, or a Default thereunder may be waived, with the consent of the Holders
of a majority in aggregate principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Issuers,
the Guarantors and the Trustee may amend or supplement the Indenture and the Notes as provided in the Indenture.


 


		14.	Defaults and Remedies



 


If an Event of Default (other than an Event
of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers or certain Guarantors) occurs
and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 30% in principal amount of the outstanding
Notes by notice to the Issuers and the Trustee, may, and the Trustee (subject to the provisions of the Indenture) at the request
of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, and any other monetary obligations
on all the Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, interest,
and other monetary obligations will be due and payable immediately. If a bankruptcy, insolvency or reorganization of the Issuers
or certain Guarantors occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest and any other
monetary obligations on all the Notes will become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding
Notes may rescind any such acceleration with respect to the Notes and its consequences.


 


		15.	Trustee Dealings with the Issuers



 


Subject to certain limitations set forth
in the Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuers, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. In addition,
the Trustee shall be permitted to engage in transactions with the Issuers; provided, however, that if the Trustee
acquires any conflicting interest under the TIA, the Trustee must (i) eliminate such conflict within 90 days of acquiring such
conflicting interest, (ii) apply to the Commission for permission to continue acting as Trustee or (iii) resign.


 




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		16.	No Recourse Against Others



 


No director, officer, employee, incorporator
or shareholder of the Issuers or any of its Subsidiaries or Affiliates, as such (other than the Issuers and the Guarantors), shall
have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or the Indenture or for
any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a note waives
and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.


 


		17.	Authentication



 


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on
the other side of this Note.


 


		18.	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 entirety), JT TEN (= joint
tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act).


 


		19.	CUSIP and ISIN Numbers



 


The Issuers have caused CUSIP and ISIN
numbers, if applicable, to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers, if applicable,
in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption or purchase and reliance may be placed only on the
other identification numbers placed thereon.


 


		20.	Governing Law



 


This Note shall be governed by, and construed
in accordance with, the laws of the State of New York.


 


The Issuers will furnish to any Holder
upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:


 


Townsquare Radio, LLC


Townsquare Radio, Inc.


240 Greenwich Avenue


Greenwich, CT 06830


Facsimile: (203) 861-0920


Attention: Chief Financial Officer


 




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ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to:


 


 





 



(Print or type assignee’s
name, address and zip code)


 


 





 



(Insert assignee’s
social security or tax I.D. No.)


 


and irrevocably appoint __________ agent to transfer
this Note on the books of the Issuers. The agent may substitute another to act for him.


 


	Date: 	Your Signature: 	 


 


	Signature Guarantee: 	 
	 	(Signature must be guaranteed)


 


 





 



Sign exactly as your name appears on the other side
of this Note.


 


The signature(s) should be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


The undersigned hereby certifies that it o is / o is not an Affiliate of the Issuers and that, to its knowledge, the proposed
transferee o is / o is not an Affiliate
of the Issuers.


 


In connection with any transfer
or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the later of
the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuers or any Affiliate
of the Issuers, the undersigned confirms that such Notes are being:


 


CHECK ONE BOX BELOW:


 


	 	(1)	 ̈	acquired
    for the undersigned’s own account, without transfer; or
	 	 	 	 
	 	(2)	 ̈	transferred to the Issuers;
    or
	 	 	 	 
	 	(3)	 ̈	transferred pursuant
    to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
    or
	 	 	 	 
	 	(4)	 ̈	transferred pursuant
    to an effective registration statement under the Securities Act; or
	 	 	 	 
	 	(5)	 ̈	transferred pursuant
    to and in compliance with Regulation S under the Securities Act; or
	 	 	 	 
	 	(6)	 ̈	transferred to an institutional
    “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited
    investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished to the Trustee a signed letter
    containing certain representations and agreements (the form of which letter appears as Section 2.8 or 2.10 of the Indenture,
    respectively); or


 




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	 	(7)	 ̈	transferred pursuant to another available exemption from the registration requirements
    of the Securities Act of 1933, as amended.


 


Unless one of the boxes is checked, the Trustee will
refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof;
provided, however, that if box (5), (6) or (7) is checked, the Issuers may require, prior to registering any such
transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Issuers may reasonably
request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended, such as the exemption provided by Rule 144 under such Act.


 


	 	 	 
	 	 	Signature


 


	Signature Guarantee:	 	 
	 	 	 
	 	 	 
	(Signature must be guaranteed)	 	Signature


 


The signature(s) should be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) 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, 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 Issuers as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


 


	 	 	 
	 	 	Dated:


 




    	A-10



    	 



    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTES


 


The following increases or decreases
in this Global Note 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 

    decrease or increase	 	Signature of authorized
    

    signatory of 

    Trustee or Notes

    Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




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OPTION OF HOLDER
TO ELECT PURCHASE


 


If you elect to have this Note
purchased by the Issuers pursuant to Section 3.5 or 3.9 of the Indenture, check either box:


 


Section 3.5  ̈         Section
3.9  ̈


 


If you want to elect to have only
part of this Note purchased by the Issuers pursuant to Section 3.5 or 3.9 of the Indenture, state the amount in principal amount
(must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $ _________________________________
and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes
to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification,
one such Note will be issued for the portion not being repurchased): __________________.


 


	Date: 	 	 	Your Signature 	 
	 	 	 	 	(Sign exactly as your name appears on the other side of the Note)


 


	Signature Guarantee: 	 
	 	(Signature must be guaranteed)


 


The signature(s) should be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 




    	A-12



    	 



    

 


EXHIBIT B


 


Form of Supplemental
Indenture to Add Guarantors


 


SUPPLEMENTAL INDENTURE, (this “Supplemental
Indenture”) dated as of [             ], by and among the parties that are
signatories hereto as Guarantors (the “Guaranteeing Subsidiary”), Townsquare Radio, LLC, a Delaware limited
liability company (the “Company”) and Townsquare Radio, Inc., a Delaware corporation (“Finance”
and, together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred
to herein) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.


 


W I T N E
S S E T H:


 


WHEREAS, each of the Issuers, the Guarantors
and the Trustee have heretofore executed and delivered an indenture dated as of April 4, 2012 (as amended, supplemented, waived
or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $265.0
million of 9.00% Senior Notes due 2019 of the Issuers (the “Notes”);


 


WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture to which the
Guaranteeing Subsidiary shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuers’
Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indentures’ (the
“Guarantee”); and


 


WHEREAS, pursuant to Section 9.1 of
the Indenture, the Issuers, any Guarantor and the Trustee are authorized to execute and deliver a supplemental indenture to add
additional Guarantors, without the consent of any Holder;


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary,
the Issuers, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders
of the Notes as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1.         Defined
Terms.   As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used
herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 


ARTICLE II


 


AGREEMENT TO BE BOUND;
GUARANTEE


 


SECTION 2.1.         Agreement
to be Bound.   The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all
of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.


 


SECTION 2.2.         Guarantee.   The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and
irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture
on a senior basis.


 




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ARTICLE III


 


MISCELLANEOUS


 


SECTION 3.1.         Notices.   All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at its address
set forth below, with a copy to the Issuers as provided in the Indenture for notices to the Issuers.


 


[INSERT ADDRESS]


 


SECTION 3.2.         Merger
and Consolidation.   The Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets
to, or consolidate with or merge with or into another Person (other than the Issuers or any Restricted Subsidiary that is a Guarantor
or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(f) of the Indenture.


 


SECTION 3.3.         Release
of Guarantee.   This Guarantee shall be released in accordance with Section 10.2 of the Indenture.


 


SECTION 3.4.         Parties.   Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the
Indenture or any provision herein or therein contained.


 


SECTION 3.5.         Governing
Law.   This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.


 


SECTION 3.6.         Severability.   In case any provision in this Supplemental Indenture 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 and such provision shall be ineffective only
to the extent of such invalidity, illegality or unenforceability.


 


SECTION 3.7.         Benefits
Acknowledged.   The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.
The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are
knowingly made in contemplation of such benefits.


 


SECTION 3.8.         Ratification
of Indenture; Supplemental Indentures Part of Indenture.   Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby.


 


SECTION 3.9.         The
Trustee.   The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture
or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.


 


SECTION 3.10.      Counterparts.   The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by
facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties
hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


SECTION 3.11.     Execution
and Delivery.   The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of any such Guarantee.


 


SECTION 3.12.     Headings.   The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions hereof.


 




    	B-2



    	 



    

 


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


 


	 	TOWNSQUARE RADIO, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	TOWNSQUARE RADIO, INC.
	 	as a Guarantor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[SUBSIDIARY GUARANTOR],
	 	as a Guarantor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page
to Supplemental Indenture]


 




    	 



    	 



    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page
to Supplemental Indenture]