Indenture dated as of January 30, 2009, among the Company, the Guarantors named



 EXHIBIT 4.4 
  

 
  
 INDENTURE 
 Dated as of January 30, 2009

 Among 
 AMERICAN MEDIA
OPERATIONS, INC., 
 THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 
 and 
 WILMINGTON TRUST FSB, 
 as Trustee 
 14% SENIOR SUBORDINATED NOTES DUE 2013 
  
  
  







 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	  (a)(2)
	  	7.10
	  (a)(3)
	  	N.A.
	  (a)(4)
	  	N.A.
	  (a)(5)
	  	7.10
	  (b)
	  	7.10
	  (c)
	  	N.A.
	 311(a)
	  	7.11
	  (b)
	  	7.11
	  (c)
	  	N.A.
	 312(a)
	  	2.05
	  (b)
	  	14.03
	  (c)
	  	14.03
	 313(a)
	  	7.06
	  (b)(1)
	  	N.A.
	  (b)(2)
	  	7.06; 7.07
	  (c)
	  	7.06; 14.02
	  (d)
	  	7.06
	 314(a)
	  	4.03; 14.02; 14.05
	  (b)
	  	N.A.
	  (c)(1)
	  	14.04
	  (c)(2)
	  	14.04
	  (c)(3)
	  	N.A.
	  (d)
	  	N.A.
	  (e)
	  	14.05
	  (f)
	  	N.A.
	 315(a)
	  	7.01
	  (b)
	  	7.05; 14.02
	  (c)
	  	7.01
	  (d)
	  	7.01
	  (e)
	  	6.14
	 316(a)(last sentence)
	  	2.09
	  (a)(1)(A)
	  	6.05
	  (a)(1)(B)
	  	6.04
	  (a)(2)
	  	N.A.
	  (b)
	  	6.07
	  (c)
	  	2.12; 9.04
	 317(a)(1)
	  	6.08
	  (a)(2)
	  	6.12
	  (b)
	  	2.04
	 318(a)
	  	14.01
	  (b)
	  	N.A.
	  (c)
	  	14.01

 N.A. means not applicable. 
  

	*	This Cross-Reference Table is not part of the Indenture. 








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
		  	ARTICLE 1	  	
			
		  	DEFINITIONS AND INCORPORATION BY REFERENCE	  	
			
	 Section 1.01
	  	Definitions	  	1
	 Section 1.02
	  	Other Definitions	  	28
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act	  	29
	 Section 1.04
	  	Rules of Construction	  	30
	 Section 1.05
	  	Acts of Holders	  	30
			
		  	ARTICLE 2	  	
			
		  	THE NOTES	  	
			
	 Section 2.01
	  	Form and Dating; Terms	  	31
	 Section 2.02
	  	Execution and Authentication	  	33
	 Section 2.03
	  	Registrar and Paying Agent	  	34
	 Section 2.04
	  	Paying Agent To Hold Money in Trust	  	34
	 Section 2.05
	  	Holder Lists	  	35
	 Section 2.06
	  	Transfer and Exchange	  	35
	 Section 2.07
	  	Replacement Notes	  	47
	 Section 2.08
	  	Outstanding Notes	  	48
	 Section 2.09
	  	Treasury Notes	  	48
	 Section 2.10
	  	Temporary Notes	  	48
	 Section 2.11
	  	Cancellation	  	49
	 Section 2.12
	  	Defaulted Interest	  	49
	 Section 2.13
	  	CUSIP and ISIN Numbers	  	49
			
		  	ARTICLE 3	  	
			
		  	REDEMPTION	  	
			
	 Section 3.01
	  	Notices to Trustee	  	50
	 Section 3.02
	  	Selection of Notes To Be Redeemed or Purchased	  	50
	 Section 3.03
	  	Notice of Redemption	  	50
	 Section 3.04
	  	Effect of Notice of Redemption	  	51
	 Section 3.05
	  	Deposit of Redemption or Purchase Price	  	51
	 Section 3.06
	  	Notes Redeemed or Purchased in Part	  	52
	 Section 3.07
	  	Optional Redemption	  	52
	 Section 3.08
	  	Mandatory Redemption	  	52
	 Section 3.09
	  	Offers to Repurchase by Application of Excess Proceeds	  	52

  

 -i- 









					
	 	  	 	  	Page
		  	ARTICLE 4	  	
			
		  	COVENANTS	  	
			
	 Section 4.01
	  	Payment of Notes	  	54
	 Section 4.02
	  	Maintenance of Office or Agency	  	55
	 Section 4.03
	  	Reports and Other Information	  	55
	 Section 4.04
	  	Compliance Certificate	  	57
	 Section 4.05
	  	Taxes	  	58
	 Section 4.06
	  	Stay, Extension and Usury Laws	  	58
	 Section 4.07
	  	Limitation on Restricted Payments	  	58
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	63
	 Section 4.09
	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	65
	 Section 4.10
	  	Asset Sales	  	70
	 Section 4.11
	  	Transactions with Affiliates	  	72
	 Section 4.12
	  	Liens	  	74
	 Section 4.13
	  	[Reserved]	  	74
	 Section 4.14
	  	Offer To Repurchase upon Change of Control	  	74
	 Section 4.15
	  	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	76
	 Section 4.16
	  	Limitation on Layering	  	77
	 Section 4.17
	  	Tax Treatment of the Notes	  	77
			
		  	ARTICLE 5	  	
			
		  	SUCCESSORS	  	
			
	 Section 5.01
	  	Merger, Consolidation or Sale of All or Substantially All Assets	  	78
	 Section 5.02
	  	Successor Corporation Substituted	  	79
			
		  	ARTICLE 6	  	
			
		  	DEFAULTS AND REMEDIES	  	
			
	 Section 6.01
	  	Events of Default	  	80
	 Section 6.02
	  	Acceleration	  	82
	 Section 6.03
	  	Other Remedies	  	82
	 Section 6.04
	  	Waiver of Past Defaults	  	82
	 Section 6.05
	  	Control by Majority	  	83
	 Section 6.06
	  	Limitation on Suits	  	83
	 Section 6.07
	  	Rights of Holders of Notes To Receive Payment	  	83
	 Section 6.08
	  	Collection Suit by Trustee	  	84
	 Section 6.09
	  	Restoration of Rights and Remedies	  	84
	 Section 6.10
	  	Rights and Remedies Cumulative	  	84
	 Section 6.11
	  	Delay or Omission Not Waiver	  	84
	 Section 6.12
	  	Trustee May File Proofs of Claim	  	84
	 Section 6.13
	  	Priorities	  	85
	 Section 6.14
	  	Undertaking for Costs	  	85

  

 -ii- 









					
	 	  	 	  	Page
		  	ARTICLE 7	  	
			
		  	TRUSTEE	  	
			
	 Section 7.01
	  	Duties of Trustee	  	85
	 Section 7.02
	  	Rights of Trustee	  	86
	 Section 7.03
	  	Individual Rights of Trustee	  	87
	 Section 7.04
	  	Trustee’s Disclaimer	  	88
	 Section 7.05
	  	Notice of Defaults	  	88
	 Section 7.06
	  	Reports by Trustee to Holders of the Notes	  	88
	 Section 7.07
	  	Compensation and Indemnity	  	88
	 Section 7.08
	  	Replacement of Trustee	  	89
	 Section 7.09
	  	Successor Trustee by Merger, etc	  	90
	 Section 7.10
	  	Eligibility; Disqualification	  	90
	 Section 7.11
	  	Preferential Collection of Claims Against Issuer	  	90
			
		  	ARTICLE 8	  	
			
		  	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	
			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	91
	 Section 8.02
	  	Legal Defeasance and Discharge	  	91
	 Section 8.03
	  	Covenant Defeasance	  	91
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	92
	 Section 8.05
	  	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	93
	 Section 8.06
	  	Repayment to Issuer	  	94
	 Section 8.07
	  	Reinstatement	  	94
			
		  	ARTICLE 9	  	
			
		  	AMENDMENT, SUPPLEMENT AND WAIVER	  	
			
	 Section 9.01
	  	Without Consent of Holders of Notes	  	94
	 Section 9.02
	  	With Consent of Holders of Notes	  	95
	 Section 9.03
	  	Compliance with Trust Indenture Act	  	97
	 Section 9.04
	  	Revocation and Effect of Consents	  	97
	 Section 9.05
	  	Notation on or Exchange of Notes	  	98
	 Section 9.06
	  	Trustee To Sign Amendments, etc.	  	98
	 Section 9.07
	  	Payment for Consent	  	98
			
		  	ARTICLE 10	  	
			
		  	SUBORDINATION	  	
			
	 Section 10.01
	  	Agreement To Subordinate	  	98
	 Section 10.02
	  	Liquidation, Dissolution, Bankruptcy	  	99
	 Section 10.03
	  	Default on Designated Senior Indebtedness	  	99
	 Section 10.04
	  	Acceleration of Payment of Notes	  	100
	 Section 10.05
	  	When Distribution Must Be Paid Over	  	100
	 Section 10.06
	  	Subrogation	  	100
	 Section 10.07
	  	Relative Rights	  	100
	 Section 10.08
	  	Subordination May Not Be Impaired by Issuer	  	101
	 Section 10.09
	  	Rights of Trustee and Paying Agent	  	101
	 Section 10.10
	  	Distribution or Notice to Representative	  	101

  

 -iii- 









					
	 	  	 	  	Page
	 Section 10.11
	  	Article 10 Not To Prevent Events of Default or Limit Right To Accelerate	  	101
	 Section 10.12
	  	Trust Moneys Not Subordinated	  	101
	 Section 10.13
	  	Trustee Entitled To Rely	  	102
	 Section 10.14
	  	Trustee To Effectuate Subordination	  	102
	 Section 10.15
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness	  	102
	 Section 10.16
	  	Reliance by Holders of Senior Indebtedness on Subordination Provisions	  	102
			
		  	ARTICLE 11	  	
			
		  	GUARANTEES	  	
			
	 Section 11.01
	  	Guarantee	  	103
	 Section 11.02
	  	Limitation on Guarantor Liability	  	104
	 Section 11.03
	  	Execution and Delivery	  	104
	 Section 11.04
	  	Subrogation	  	105
	 Section 11.05
	  	Benefits Acknowledged	  	105
	 Section 11.06
	  	Release of Guarantees	  	105
			
		  	ARTICLE 12	  	
			
		  	SUBORDINATION OF GUARANTEES	  	
			
	 Section 12.01
	  	Agreement To Subordinate	  	106
	 Section 12.02
	  	Liquidation, Dissolution, Bankruptcy	  	106
	 Section 12.03
	  	Default on Designated Senior Indebtedness of a Guarantor	  	106
	 Section 12.04
	  	Demand for Payment	  	107
	 Section 12.05
	  	When Distribution Must Be Paid Over	  	107
	 Section 12.06
	  	Subrogation	  	108
	 Section 12.07
	  	Relative Rights	  	108
	 Section 12.08
	  	Subordination May Not Be Impaired by a Guarantor	  	108
	 Section 12.09
	  	Rights of Trustee and Paying Agent	  	108
	 Section 12.10
	  	Distribution or Notice to Representative	  	109
	 Section 12.11
	  	Article 12 Not To Prevent Events of Default or Limit Right To Accelerate	  	109
	 Section 12.12
	  	Trustee Entitled To Rely	  	109
	 Section 12.13
	  	Trustee To Effectuate Subordination	  	109
	 Section 12.14
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness of a Guarantor	  	109
	 Section 12.15
	  	Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions	  	110
	 Section 12.16
	  	Defeasance	  	110
			
		  	ARTICLE 13	  	
			
		  	SATISFACTION AND DISCHARGE	  	
			
	 Section 13.01
	  	Satisfaction and Discharge	  	110
	 Section 13.02
	  	Application of Trust Money	  	111

  

 -iv- 









					
	 	  	 	  	Page
		  	ARTICLE 14	  	
			
		  	MISCELLANEOUS	  	
			
	 Section 14.01
	  	Trust Indenture Act Controls	  	111
	 Section 14.02
	  	Notices	  	112
	 Section 14.03
	  	Communication by Holders of Notes with Other Holders of Notes	  	113
	 Section 14.04
	  	Certificate and Opinion as to Conditions Precedent	  	113
	 Section 14.05
	  	Statements Required in Certificate or Opinion	  	113
	 Section 14.06
	  	Rules by Trustee and Agents	  	113
	 Section 14.07
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	114
	 Section 14.08
	  	Governing Law	  	114
	 Section 14.09
	  	Waiver of Jury Trial	  	114
	 Section 14.10
	  	Force Majeure	  	114
	 Section 14.11
	  	No Adverse Interpretation of Other Agreements	  	114
	 Section 14.12
	  	Successors	  	114
	 Section 14.13
	  	Severability	  	114
	 Section 14.14
	  	Counterpart Originals	  	115
	 Section 14.15
	  	Table of Contents, Headings, etc.	  	115
	 Section 14.16
	  	Qualification of Indenture	  	115

 EXHIBITS 
  

			
	 Exhibit A
	  	Form of Note
	 Exhibit B
	  	Form of Certificate of Transfer
	 Exhibit C
	  	Form of Certificate of Exchange
	 Exhibit D
	  	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
	 Exhibit E
	  	Form of Certificate from Acquiring Accredited Investor

  

 -v- 








 INDENTURE, dated as of January 30, 2009, among American Media Operations, Inc., a Delaware
corporation, the Guarantors (as defined herein) listed on the signature pages hereto and Wilmington Trust FSB, as trustee (together with its successors and assigns, in such capacity, the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the Issuer (as defined herein) has duly authorized the creation of an issue of $300,000,000 aggregate principal amount of 14% Senior
Subordinated Notes due 2013 (“Initial Notes”); 
 WHEREAS, each of the Issuer and the Guarantors has duly authorized the
execution and delivery of this Indenture. 
 NOW, THEREFORE, the Issuer, the Guarantors and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the Notes. 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01
Definitions. 
 “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing
the Global Note Legend, the OID Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall be issued (or the principal amount of which will be increased) in a
denomination equal to the outstanding principal amount of Notes sold in reliance on Rule 144A. 
 “2002 Indenture” means the
indenture dated as of February 14, 2002 among the Issuer, the guarantors party thereto and HSBC Bank USA, National Association (as successor in interest to JPMorgan Chase Bank, N.A.), as trustee, as amended or supplemented, from time to time.

 “2003 Indenture” means the indenture dated as of January 23, 2003 among the Issuer, the guarantors party thereto and
HSBC Bank USA, National Association (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee, as amended or supplemented, from time to time. 
 “Accredited Investor” means an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act). 
 “Acquired Indebtedness” means, with respect to any specified Person, Indebtedness of
any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or
into or becoming a Restricted Subsidiary of such specified Person, and Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 
 “Additional Interest” means all additional interest then owing with respect to the Notes pursuant to the Registration Rights Agreement. 
 “Additional Notes” means additional Notes (other than the Initial Notes, any PIK Notes issued (and any increase in principal amount of
the Notes as a result of a PIK Payment) and Exchange Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof. 







 “Additional Senior Notes” means additional Senior Notes (other than Senior PIK Notes and
any registered exchange notes issued in exchange for any Senior Notes) issued in accordance with the terms of the Senior Note Indenture after the original issuance of Senior Notes under the Senior Note Indenture. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”),
as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise. 
 “Agent” means any Registrar or Paying Agent. 
 “AMI” means American Media, Inc., a Delaware corporation, and its successors and assigns. 
 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange. 
 “Asset Sale” means:

 (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related
transactions, of property or assets (including by way of a Sale and Lease-back Transaction) of the Issuer or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 
 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related
transactions (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 4.09); in each case, other than: 
 (a) any disposition of Cash Equivalents or obsolete or worn out equipment in the ordinary course of business or any disposition of
inventory or goods (or other assets) in the ordinary course of business; 
 (b) the disposition of all or substantially all of
the assets of the Issuer in a manner permitted pursuant to Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 
 (c) the making of any Restricted Payment or any Permitted Investment that is permitted to be made, and is made, pursuant to
Section 4.07 hereof; 
 (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $10.0 million; 
  

 -2- 








 (e) any disposition of property or assets or issuance of securities by a Restricted
Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer; 
 (f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 
 (g) the lease, assignment or sublease of any real or personal property in the ordinary course of business; 
 (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary other than to the
extent that the Investment in such Unrestricted Subsidiary constituted a Permitted Investment hereunder; 
 (i) solely for the
purposes of clauses (1) and (2) of Section 4.10(a), foreclosures, condemnation or any similar action on assets; 
 (j) the granting of Liens not prohibited by this Indenture; 
 (k) the licensing or sublicensing of intellectual
property or other general intangibles in the ordinary course of business; and 
 (l) solely for the purposes of clauses
(1) and (2) of Section 4.10(a), any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business. 
 “Bank Indebtedness” means, with respect to the Issuer and its Restricted Subsidiaries, any and all amounts payable under one or more
debt facilities, including under or in respect of the Credit Agreement, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or
other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or
refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or
refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09) or adds Restricted Subsidiaries as
additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect
thereof. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

 “Board of Directors” means: 
 (1) with respect to a corporation, the board of directors of the corporation; 
  

 -3- 








 (2) with respect to a partnership, the board of directors of the general partner of the
partnership; and 
 (3) with respect to any other Person, the board or committee of such Person serving a similar function.

 “Board Resolution” means, with respect to the Issuer, a duly adopted resolution of the Board of Directors of the Issuer
or any committee thereof. 
 “Business Day” means each day which is not a Legal Holiday. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
 (2) in the case of an association or
business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 
 “Cash Equivalents” means: 
 (1) United States dollars; 
 (2) (a) euro, or any national currency of any participating
member of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business; 
 (3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or
instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; 
 (4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the
U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 
 (5) repurchase obligations for
underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above; 
  

 -4- 








 (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in
each case maturing within 24 months after the date of creation thereof; 
 (7) marketable short-term money market and similar
securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each
case maturing within 24 months after the date of creation thereof; 
 (8) investment funds investing 95% of their assets
in securities of the types described in clauses (1) through (7) above; 
 (9) readily marketable direct obligations
issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the
date of acquisition; 
 (10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from
S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and 
 (11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and
(2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts. 
 “Cash Interest” has the meaning set forth in Exhibit A hereto. 
 “Change of Control” means the occurrence of any of the following: 
 (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and
its Subsidiaries, taken as a whole, other than to a Permitted Holder or to a Person with respect to which the Permitted Holders have the right or ability, by voting power, contract or otherwise, to elect or designate for election a majority of the
board of directors of such Person or any direct or indirect holding company of such Person; 
 (2) (A) the Issuer becomes
aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) that any “person” or “group” (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act or any successor provision), other than the Permitted Holders, has become the “beneficial owner” (as defined in Rules 13d-3 of the Exchange Act, or any successor provision), by way of merger,
consolidation or other business combination or purchase, of 50% or more of the total voting power of the Voting Stock of the Issuer or any direct or indirect parent company holding directly or indirectly 100% of the total voting power of the Voting
Stock of the Issuer and (B) the Permitted Holders do not have the right or ability, by voting power, contract or otherwise, to elect or designate for election a majority of the Board of Directors of the Issuer or such parent company; or

  

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 (3) the adoption by the stockholders of the Issuer of a plan or proposal for the
liquidation or dissolution of the Issuer. 
 “Clearstream” means Clearstream Banking, Société Anonyme, and its
successors. 
 “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute. 
 “Consolidated Interest Expense” means, for any period, the total interest expense of the Issuer and its consolidated Restricted
Subsidiaries (other than with respect to interest paid in kind by the issuance of additional Indebtedness and other non-cash interest expense), plus, to the extent incurred by the Issuer and its Restricted Subsidiaries in such period but not
included in such interest expense: 
 (a) interest expense attributable to Capitalized Lease Obligations and the interest
expense attributable to leases constituting part of a Sale and Lease-back Transaction, 
 (b) amortization of debt discount
and debt issuance costs, 
 (c) capitalized interest, 
 (d) commissions, discounts and other fees and charges attributable to letters of credit and bankers’ acceptance financing,

 (e) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is guaranteed by (or secured
by the assets of) the Issuer or any Restricted Subsidiary, 
 (f) net costs associated with Hedging Obligations, 

(g) dividends in respect of all Disqualified Stock of the Issuer and all Preferred Stock of any of the Restricted Subsidiaries of the
Issuer, to the extent held by Persons other than the Issuer or a Wholly Owned Subsidiary, 
 (h) interest incurred in
connection with investments in discontinued operations, and 
 (i) the cash contributions to any employee stock ownership plan
or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Issuer) in connection with Indebtedness incurred by such plan or trust. 
 Notwithstanding anything to the contrary contained herein, commissions, discounts, yield and other fees and charges incurred in connection with any
transaction pursuant to which the Issuer or any Subsidiary of the Issuer may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense. 

“Consolidated Leverage Ratio” as of any date of determination means the ratio of: 
 (a) Total Consolidated Indebtedness as of the date of determination to 
 (b) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending at the end of the most recent
fiscal quarter for which internal financial statements are available, 
  

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 provided, however, that 
 (i) if the Issuer or any Restricted Subsidiary has incurred any Indebtedness since the beginning of such period that remains outstanding
on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is an incurrence of Indebtedness, EBITDA and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such
period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise
discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date
of such calculation shall be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end
of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation, in each case, provided that such average daily balance shall take into
account any repayment of Indebtedness under such facility as provided in clause (ii)), 
 (ii) if the Issuer or any Restricted
Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness
Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio, EBITDA and, for the
purpose of calculating EBITDA, Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Issuer or such Restricted Subsidiary had not earned
the interest income actually earned during such period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge such Indebtedness, 
 (iii) if since the beginning of such period the Issuer or any Restricted Subsidiary shall have made any Asset Sale, EBITDA for such period
shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets that were the subject of such Asset Sale for such period or increased by an amount equal to EBITDA (if negative) directly attributable thereto for such
period and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Issuer or any Restricted
Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Issuer and its continuing Restricted Subsidiaries in connection with such Asset Sale for such period (or, if the Capital Stock of any Restricted Subsidiary is sold,
the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Issuer and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such
sale), 
 (iv) if since the beginning of such period the Issuer or any Restricted Subsidiary (by merger or otherwise) shall
have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made
hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto
(including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period, and 
  

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 (v) if since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Sale or any Investment or acquisition of assets that would have required an adjustment pursuant to
clause (iii) or (iv) above if made by the Issuer or a Restricted Subsidiary during such period, EBITDA and, for the purpose of calculating EBITDA, Consolidated Interest Expense for such period shall be calculated after giving pro forma
effect thereto as if such Asset Sale, Investment or acquisition of assets had occurred on the first day of such period. 
 For purposes of this definition,
whenever pro forma effect is to be given to a transaction, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma
calculations shall be determined in good faith by a responsible financial or accounting Officer of the Issuer; provided that any such pro forma calculations with respect to cost savings, operating expense reductions or synergies for such
period shall be limited to those resulting from the transaction which is being given pro forma effect that in the reasonable determination of a responsible financial or accounting Officer of the Issuer (a) are reasonably identifiable and
factually supportable and (b) such actions have been realized or for which the steps necessary for realization have been taken or are reasonably expected to be taken within twelve months following any such transaction, including, but not
limited to, the execution or termination of any contracts, the termination of any personnel or the closing (or approval by the Board of Directors of any closing) of any facility, as applicable. If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligation
applicable to such Indebtedness). 
 “Consolidated Net Income” means, for any period, the net income of the Issuer and its
Restricted Subsidiaries for such period; provided, however, that there shall not be included in such Consolidated Net Income: 
 (a) any net income of any Person (other than the Issuer) if such Person is not a Restricted Subsidiary, except that 
 (i) subject to the limitations contained in clause (d) below, the Issuer’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash (or other
assets to the extent converted into cash) actually distributed by such Person during such period to the Issuer or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend, debt repayment or other distribution
made to a Restricted Subsidiary (other than a Guarantor), to the limitations contained in clause (b) below) and 
 (ii)
the Issuer’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Issuer or a Restricted Subsidiary; 
 (b) except for the purposes of calculating Consolidated Leverage Ratio, any net income (or loss) of any Restricted Subsidiary (other than
any Guarantor) if such Restricted Subsidiary is not permitted by restrictions, directly or indirectly, to pay dividends or make distributions (unless legally waived) to the Issuer, except that 
 (i) the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate
amount of cash (or other 

  

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assets to the extent converted into cash) actually distributed by such Restricted Subsidiary during such period to the Issuer or another Restricted
Subsidiary as a dividend, debt repayment or other distribution (subject, in the case of a dividend, debt repayment or other distribution made to another Restricted Subsidiary (other than a Guarantor), to the limitation contained in this clause) and

 (ii) the net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net
Income; 
 (c) any gain (loss) realized (less all fees and expenses related thereto) upon the sale or other disposition of any
asset of the Issuer or its consolidated Subsidiaries (including pursuant to any Sale and Lease-back Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other
disposition of any Capital Stock of any Person; 
 (d) any extraordinary, non-recurring or unusual gain or loss or expense
(less all fees and expenses related thereto); 
 (e) the cumulative effect of a change in accounting principles; 

(f) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the
inventory, property and equipment, software, goodwill and other intangible assets and in process research and development, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from
the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes; 
 (g) any net after-tax income (loss) from the early extinguishment of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments; 
 (h) any net after-tax income or loss from abandoned, closed or discontinued operations and any net after-tax gains or losses on disposal
of abandoned, closed or discontinued operations; 
 (i) any impairment charge or asset write-off or write-down, including
impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in the law or regulation, in each case, pursuant to GAAP and the amortization
of intangibles arising pursuant to GAAP; and 
 (j) any fees and expenses incurred during such period, or any amortization
thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt
instrument (in each case, including the Transactions and any other such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period
as a result of any such transaction. 
 “Contingent Obligations” means, with respect to any Person, any obligation of such
Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent, 
  

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 (1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, 
 (2) to advance or supply funds 
 (a) for the purchase or payment of any such primary obligation, or 
 (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor, or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer. 

“Credit Agreement” means the credit agreement dated as of January 30, 2006, as amended and restated concurrently with the
successful completion of the offering of the Notes and the other Transactions in connection therewith among AMI, the Issuer, the lenders and the administrative agent for such lenders, including any guarantees, collateral documents, instruments and
agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or
other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases
the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof). 
 “Custodian” means the Trustee, as custodian with respect to the Global Notes, or any successor entity thereto. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note or
Increase/Decrease in the Principal Amount of the Global Note” attached thereto. 
 “Depositary” means, with respect to
the Global Notes, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this
Indenture. 
 “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the
Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by the principal financial
officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 
  

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 “Designated Senior Indebtedness” means: 
 (1) any Indebtedness outstanding under Bank Indebtedness; and 
 (2) any other Senior Indebtedness permitted under this Indenture, the principal amount of which is $10.0 million or more and that has been
designated by the Issuer as “Designated Senior Indebtedness.” 
 “Disqualified Stock” means, with respect to any
Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other
than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or
in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of
employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy
applicable statutory or regulatory obligations; provided, further, that any Capital Stock held by any future, current or former employee, director, manager or consultant (or their respective trusts, estates, investment funds,
investment vehicles or immediate family members) of the Issuer, any of its Subsidiaries or any direct or indirect parent entity of the Issuer in each case upon the termination of employment or death of such person pursuant to any stockholders’
agreement, management equity plan, stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries.

 “EBITDA” for any period means the Consolidated Net Income of the Issuer and its Restricted Subsidiaries for such period,
plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income: 
 (a)
Consolidated income tax expense, 
 (b) Consolidated Interest Expense, 
 (c) Consolidated depreciation expense, 
 (d) Consolidated amortization expense (including amortization associated with capitalized display rack costs and the recognition of such costs as a deferred cost asset amortized as contra-revenue), 
 (e) any interest paid in kind by the issuance of additional Indebtedness and other non-cash interest expense, 
 (f) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition or Indebtedness permitted to be incurred by
this Indenture (whether or not successful), 
 (g) any expense or charge incurred or recorded by the Issuer or any of its
Subsidiaries in connection with (i) Asset Sales or (ii) reorganization and other cost cutting efforts, including, without limitation, expenses and charges relating to severance, relocation and the discontinuation of titles, 
  

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 (h) any non-cash charges (including any non-cash compensation charge or expense) reducing
Consolidated Net Income for such period (excluding any such charge which consists of or requires an accrual of, or cash reserve for, any anticipated cash charges for any prior or in any future period), and 
 (i) solely for purposes of calculating the Consolidated Leverage Ratio, the amount of any minority interest expense consisting of
Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income. 
 “EMU” means the economic and monetary union as contemplated in the Treaty on European Union. 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity Offering” means any public or private sale
of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: 
 (1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8; 
 (2) issuances to any Subsidiary of the Issuer; and 
 (3) any such public or private sale that constitutes an Excluded Contribution. 
 “euro” means the single currency of participating member states of the EMU. 
 “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its successors. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Exchange Notes” means the Notes to be issued to Holders in exchange for Notes bearing the Private Placement Legend
pursuant to the Exchange Offer. 
 “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

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

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 “Existing Notes” means the
$414,544,000 aggregate principal amount of the Issuer’s 10  1/4
% Series B Senior Subordinated Notes due 2009 issued under the 2002 Indenture and the $155,454,000 aggregate principal amount of the Issuer’s 8  7/8% Senior Subordinated Notes due 2011 issued under the
2003 Indenture. 
 “fair market value” means, with respect to any asset or liability, the fair market value of
such asset or liability as determined by the Issuer in good faith; provided that if the fair market value is equal to or exceeds $25.0 million, such determination shall be made by the Board of Directors of the Issuer. 
 “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under
the laws of the United States, any state thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. 
 “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes,
substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d), 2.06(f) or 2.07 hereof. 
 “Government Securities” means securities that are: 
 (1) direct obligations of the United States of
America for the timely payment of which its full faith and credit is pledged; or 
 (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such
depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the
Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt. 
 “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement
agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 
  

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 “Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under
this Indenture and the Notes. 
 “Guarantor” means each Restricted Subsidiary that guarantees the Notes in accordance with
the terms of this Indenture. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person
under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar
agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies. 
 “Holder” means the Person in whose name a Note is registered on the Registrar’s books. 
 “IAI Global
Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the OID Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued (or the principal amount of which will be increased) in a denomination equal to the outstanding principal amount of Initial Notes sold to Accredited Investors. 
 “Indebtedness” means, with respect to any Person, without duplication: 
 (1) any indebtedness (including principal and premium) of such Person, whether or not contingent: 
 (a) in respect of borrowed money; 
 (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof); 
 (c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except
(i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the
balance sheet of such Person in accordance with GAAP; or 
 (d) representing any Hedging Obligations; 
 if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a
balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 
 (2) to the extent not
otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the
balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and 
 (3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is
assumed by such first Person but only to the extent of the fair market value of the assets subject to such Lien; 
  

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 provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to
include Contingent Obligations incurred in the ordinary course of business. 
 “Indenture” means this Indenture, as
amended or supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal, investment
banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 
 “Initial Notes” shall have the meaning given to it in the recitals hereto. 
 “Initial Purchaser” means J.P. Morgan Securities Inc. 
 “Interest Payment Date” means May 1 and November 1 of each year to stated maturity (provided that if any such day is not a Business Day, interest shall be paid on the next succeeding
Business Day). 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s
and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investments” means, with
respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers,
commissions, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other
Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the
transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof: 
 (1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that
such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in
an Unrestricted Subsidiary in an amount (if positive) equal to: 
 (a) the Issuer’s “Investment” in such
Subsidiary at the time of such redesignation; less 
 (b) the portion (proportionate to the Issuer equity interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and 
  

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 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its
fair market value at the time of such transfer. 
 “Issue Date” means the date Initial Notes are issued under this
Indenture. 
 “Issuer” means American Media Operations, Inc., its successors and assigns, and not any of its Subsidiaries.

 “Issuer Order” means a written request or order signed on behalf of the Issuer by any Officer of the Issuer and delivered
to the Trustee. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not
required to be open in the States of New York, Minnesota and Delaware. 
 “Letter of Transmittal” means the letter of
transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 
 “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or
not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than a filing for informational purposes); provided that in no event shall an operating lease be deemed to
constitute a Lien. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business. 
 “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries
in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such
Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness required (other than required by clause (1) of
Section 4.10(b) hereof) to be paid as a result of such transaction, amounts required to be paid to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale, any portion of the purchase price from such Asset Sale
placed in escrow as a requirement of such Asset Sale (but only for the duration of such escrow), and any deduction of appropriate amounts to be provided by the Issuer or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against
any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities
and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 
 “Non-U.S. Person” means a Person who is not a U.S. Person. 
 “Notes” means the Initial Notes, any
Exchange Notes, any Additional Notes and any PIK Notes issued under this Indenture. For purposes of this Indenture, all references to “principal amount” of the Notes shall include any PIK Notes issued in respect thereof (and any increase
in the principal amount thereof) as a result of a PIK Payment. 
  

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 “Obligations” means any principal (including any accretion), interest (including any
interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state,
federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such
principal (including accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 
 “Offering Memorandum” means the final offering memorandum, dated January 29, 2009, relating to the sale of the Initial Notes.

 “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, Chief Financial Officer, any
Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer. 
 “Officers’
Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer, each of whom must be one of the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer
of the Issuer, that meets the requirements set forth in this Indenture. 
 “OID Legend” means the legend set forth in
Section 2.06(g)(iv) hereof to be placed on all Notes issued under this Indenture. 
 “Opinion of Counsel” means a
written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer. 
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream). 
 “Participating Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 

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

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

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 “Permitted Investments” means: 
 (1) any Investment in the Issuer or any of its Restricted Subsidiaries; 
 (2) any Investment in cash and Cash Equivalents; 
 (3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of
such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or 
 (b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, 
 and, in each case, any Investment held by
such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; 
 (4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other
disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on the Issue Date; 
 (6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries: 
 (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or
as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable; or 
 (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 
 (7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof; 
 (8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to
this clause (8) that are at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 3.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time
made and without giving effect to subsequent changes in value); 
 (9) Investments the payment for which consists of Equity
Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause
(3) of Section 4.07(a) hereof; 
  

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 (10) guarantees of Indebtedness permitted under Section 4.09; 
 (11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of
Section 4.11 hereof (except transactions described in clause (2) of Section 4.11(b) hereof); 
 (12) additional
Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the
proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $40.0 million and (y) 5.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value); 
 (13) loans and advances to, or
guarantees of Indebtedness of, officers, directors and employees in an amount not to exceed $5.0 million at any time outstanding; 
 (14) loans and advances to officers, directors and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business; and 
 (15) prepaid expenses, deposits, advances, loans or extensions of trade credit in the ordinary course of business by the Issuer or any
Restricted Subsidiaries. 
 “Permitted Junior Securities” means: 
 (1) Equity Interests in the Issuer, any Guarantor or any direct or indirect parent of the Issuer; or 
 (2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior
Indebtedness) to substantially the same extent as, or greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under this Indenture; 
 provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Bank Indebtedness is treated as part of the same class as
the Notes for purposes of such plan of reorganization. 
 “Permitted Liens” means, with respect to any Person: 

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or
good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S.
government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; 
 (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for
a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against 

  

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such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect
thereto are maintained on the books of such Person in accordance with GAAP; 
 (3) Liens for taxes, assessments or other
governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of such Person in accordance with GAAP; 
 (4) Liens in favor of issuers of performance
and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which
were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
 (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) of Section 4.09(b); 
 (7) Liens existing on the Issue Date; 
 (8) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in
contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property or assets owned by the Issuer or any of its Restricted Subsidiaries; 
 (9) Liens on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets,
including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of,
such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries; 
 (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary
permitted to be incurred in accordance with Section 4.09 hereof; 
 (11) Liens securing Hedging Obligations; 

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

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 (13) leases, subleases, licenses or sublicenses granted to others in the ordinary course
of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness; 
 (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its
Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of the Issuer or any Guarantor; 

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the
Issuer’s clients; 
 (17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive
refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new
Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of
(i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an
amount necessary to pay any accrued interest and fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 
 (18) deposits made in the ordinary course of business to secure liability to insurance carriers; 
 (19) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $10.0 million at any one
time outstanding; 
 (20) Liens securing judgments for the payment of money not constituting an Event of Default under clause
(5) of Section 6.01(a) hereof, so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which
such proceedings may be initiated has not expired; 
 (21) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 
 (22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or any comparable or successor provision) on items in the course of collection, (ii) attaching to commodity trading accounts or
other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general
parameters customary in the banking industry; 
 (23) Liens deemed to exist in connection with Investments in repurchase
agreements permitted under Section 4.09; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreements; 
  

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 (24) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 
 (25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in
connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of
business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 
 (26) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar
arrangement pursuant to any joint venture or similar agreement; 
 (27) Liens arising out of conditional sale, title
retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 
 (28) Liens arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents
and representatives arising under instruments governing Indebtedness permitted to be incurred or outstanding under this Indenture, provided that such Liens are solely for the benefit of the trustees, agents and representatives in their
capacities as such and not for the benefit of the holders of such Indebtedness; 
 (29) Liens arising from the deposit of
funds or securities in trust for the purpose of decreasing or defeasing Indebtedness so long as such deposit of funds or securities and such decreasing or defeasing of Indebtedness are permitted under Section 4.07 hereof; and 
 (30) Liens on the Equity Interests of Unrestricted Subsidiaries. 
 In each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Permitted Lien on a specified asset
or group or type of assets may include Liens on all improvements, additions, and accessions thereto and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof. 
 For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. 
 “Permitted Parent” means any direct or indirect parent of AMI formed not in connection with, or in contemplation of, a transaction that,
assuming such parent was not formed, after giving effect thereto would constitute a Change of Control. 
 “Person” means any
individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “PIK Interest” has the meaning set forth in Exhibit A hereto. 
  

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 “Preferred Stock” means any Equity Interest with preferential rights of payment of
dividends or upon liquidation, dissolution, or winding up. 
 “Private Placement Legend” means the legend set forth in
Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 
 “Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (other than Capital
Stock), and whether acquired through the direct acquisition of such property or assets, or otherwise. 
 “QIB” means a
“qualified institutional buyer” as defined in Rule 144A. 
 “Qualified Proceeds” means assets that are used or
useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith. 
 “Rating Agency” means Moody’s and S&P or, if Moody’s or S&P or both shall not make a rating on the Notes publicly
available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be. 
 “Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means April 15 or
October 15 (whether or not a Business Day) next preceding such Interest Payment Date. 
 “Registration Rights
Agreement” means the Registration Rights Agreement in respect of the Senior Notes and the Notes, to be dated as of the Issue Date, among the Initial Purchaser, the Issuer, the guarantors of the Senior Notes under the Senior Note Indenture
and the Guarantors, as amended from time to time. 
 “Regulation S” means Regulation S promulgated under the Securities Act.

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

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 “Regulation S Temporary Global Note Legend” means the legend set forth in
Section 2.06(g)(iii) hereof. 
 “Related Business Assets” means assets (other than cash or Cash Equivalents) used or
useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they
consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 
 “Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuer. 
 “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee having direct responsibility for the administration of this Indenture, or any other
officer to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of the Indenture. 
 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 
 “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is
not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted
Subsidiary.” 
 “Rule 144” means Rule 144 promulgated under the Securities Act (or any successor rule). 
 “Rule 144A” means Rule 144A promulgated under the Securities Act(or any successor rule). 
 “Rule 903” means Rule 903 promulgated under the Securities Act (or any successor rule). 
 “Rule 904” means Rule 904 promulgated under the Securities Act (or any successor rule). 
 “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency
business. 
 “Sale and Lease-back Transaction” means any arrangement providing for the leasing by the Issuer or any of its
Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing. 
 “SEC” means the U.S. Securities and Exchange Commission. 
  


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 “Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted
Subsidiaries secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder. 
 “Senior Indebtedness” of the Issuer or any Guarantor means the principal
of, premium (if any) and accrued and unpaid interest on (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor, regardless of whether or not a
claim for post-filing interest is allowed in such proceedings), and fees and other amounts owing in respect of, Bank Indebtedness and all other Indebtedness (including Hedging Obligations) of the Issuer or any Guarantor, whether outstanding on the
Issue Date or thereafter incurred, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such obligations are not superior, or are subordinated, in right of payment to the Notes or
such Guarantor’s Guarantee; provided, however, that Senior Indebtedness shall not include: 
 (a) any
obligation of the Issuer to any Subsidiary of the Issuer or of such Guarantor to the Issuer or any other Subsidiary of the Issuer; 
 (b) any liability for federal, state, local or other taxes owed or owing by the Issuer or such Guarantor; 
 (c) any
accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities); 
 (d) any Indebtedness or obligation of the Issuer or such Guarantor (and any accrued and unpaid interest in respect thereof) that by its
terms is subordinate or junior in right of payment to any other Indebtedness or obligation of the Issuer or such Guarantor, including any Senior Subordinated Indebtedness and any Subordinated Indebtedness; 
 (e) any obligations with respect to any Capital Stock; or 
 (f) any Indebtedness incurred in violation of this Indenture. 
 “Senior Note Indenture” means an indenture to be dated as of the Issue Date among the Issuer, the guarantors party thereto and
Wilmington Trust FSB, as trustee, as amended or supplemented from time to time pursuant to which the Senior Notes are issued. 
 “Senior Notes” means (i) $21,245,380 aggregate principal amount of Issuer’s 9% Senior Notes due 2013 offered by the Offering Memorandum, (ii) any Senior PIK Notes issued in satisfaction of interest payments
in respect of the Senior Notes and (iii) any Additional Senior Notes issued in accordance with the provisions of the Senior Note Indenture. 
 “Senior PIK Notes” means additional Senior Notes issued in satisfaction of interest payments in respect of the Senior Notes on the same terms and conditions as the Senior Notes originally issued under the Senior Note
Indenture (and any increase in principal amount of the Senior Notes as a result of interest payments payable in kind). 
  

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 “Senior Subordinated Indebtedness” means: 
 (1) with respect to the Issuer, Indebtedness which ranks equal in right of payment to the Notes; and 
 (2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of Notes.

 “Shelf Registration” means the Shelf Registration Statement as defined in the Registration Rights Agreement. 

“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 any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary
thereto. 
 “Subordinated Indebtedness” means any Indebtedness of the Issuer (whether outstanding on the Issue Date or
thereafter Incurred) that is subordinate in right of payment to the Notes pursuant to a written agreement. “Subordinated Indebtedness” of a Guarantor has a correlative meaning. 
 “Subsidiary” means, with respect to any Person: 
 (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and 
 (2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a
combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

 “TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C.
§§ 77aaa-77bbbb). 
 “Total Assets” means the total consolidated assets of the Issuer and its Restricted
Subsidiaries, as shown on the most recent balance sheet of the Issuer. 
 “Total Consolidated Indebtedness” means the
aggregate amount of all Indebtedness of the Issuer and its Restricted Subsidiaries, outstanding as of such date of determination, determined on a consolidated basis, after giving effect to any Incurrence of Indebtedness and the application of the
proceeds therefrom giving rise to such determination (but excluding Indebtedness of the type described in 

  

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clause (d) of the definition thereof and Indebtedness issued in payment of interest obligations), less the amount of unrestricted cash and Cash
Equivalents of the Issuer and its Restricted Subsidiaries as of such date of determination. 
 “Transactions” means the
tender offers and offering of the securities contemplated by the Offering Memorandum and the Amended Offer to Purchase and Consent Solicitation Statement dated January 9, 2009. 
 “Trustee” shall have the meaning given to it in the recitals hereto. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement
Legend. 
 “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A
attached hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note or Increase/Decrease in the Principal Amount of the Global Note” attached thereto, and that is deposited with or on
behalf of and registered in the name of the Depositary, representing Notes that do not bear and are not required to bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of the Issuer which at
the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and 
 (2) any
Subsidiary of an Unrestricted Subsidiary. 
 The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any
newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary
of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that 
 (1) any
Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a
similar function are owned, directly or indirectly, by the Issuer; 
 (2) such designation complies with Section 4.07
hereof; and 
 (3) each of: 
 (a) the Subsidiary to be so designated; and 
 (b) its Subsidiaries 
 has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable
with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary (other than a pledge of the Equity Interests of such Unrestricted Subsidiary). 
  

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 The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that,
immediately after giving effect to such designation, no Default shall have occurred and be continuing and the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in
Section 4.09(a) hereof. 
 Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the
Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation (which resolution must be certified by the Secretary or an Assistant Secretary of the Issuer) and an Officers’
Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Person” means a U.S. person as
defined in Rule 902(k) under the Securities Act. 
 “Voting Stock” of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the board of directors of such Person. 
 “Weighted Average Life
to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 
 (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal
payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by 
 (2) the sum of all such payments. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one
or more Wholly Owned Subsidiaries of such Person. 
 Section 1.02 Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	 “Affiliate Transaction”
	  	4.11
	 “Application Period”
	  	4.10
	 “Asset Sale Offer”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Blockage Notice”
	  	10.03
	 “Change of Control Offer”
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “Change of Control Payment Date”
	  	4.14
	 “comparable yield”
	  	4.17
	 “Contingent Payment Regulations”
	  	4.17
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “Guarantee Blockage Notice”
	  	12.03
	 “Guarantee Payment Blockage Period”
	  	12.03

  

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	 Term
	  	Defined in
Section
	 “Incur” or “Incurrence”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Pari Passu Indebtedness”
	  	4.10
	 “pay its Guarantee”
	  	12.03
	 “pay the Notes”
	  	10.03
	 “Paying Agent”
	  	2.03
	 “Payment Blockage Period”
	  	10.03
	 “PIK Notes”
	  	2.01
	 “PIK Payment”
	  	2.01
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Refinancing Indebtedness”
	  	4.09
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Successor Company”
	  	5.01
	 “Successor Person”
	  	5.01
	 “Treasury Capital Stock”
	  	4.07

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 
 Except as otherwise expressly provided herein prior to the qualification of this Indenture under the Trust Indenture Act, whenever this Indenture refers
to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. 
 The following
Trust Indenture Act terms used in this Indenture have the following meanings: 
 “indenture securities” means the Notes;

 “indenture security holder” means a Holder of a Note; 
 “indenture to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the Trustee; and 
 “obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or
defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them. 
  

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 Section 1.04 Rules of Construction. 
 Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (c) “or” is not exclusive; 
 (d)
words in the singular include the plural, and in the plural include the singular; 
 (e) “will” shall be interpreted to express a
command; 
 (f) provisions apply to successive events and transactions; 
 (g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules
adopted by the SEC from time to time; 
 (h) unless the context otherwise requires, any reference to an “Article,”
“Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and 
 (i) the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision. 
 Section 1.05 Acts of Holders. 
 (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive
in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05. 
 (b) The fact and date of the execution
by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority
of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register. 
  


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 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder
of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee
or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Issuer may, in the circumstances
permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any
action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of
any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. 
 (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any
part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its
agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 
 (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its
proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. 
 (h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or
take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the
Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders
remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 
 ARTICLE 2 
 THE NOTES 
 Section 2.01 Form and Dating; Terms. 
 (a)
General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each
Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $1.00 and in increments of $1.00 in excess thereof. 
  

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 (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit
A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note or Increase/Decrease in the Principal Amount of the Global Note” attached thereto). Notes issued in definitive
form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note or Increase/Decrease in the Principal Amount of the
Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note or Increase/Decrease in the Principal Amount of the Global
Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby
shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of: 
 (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they
have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during
the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by
Section 2.06(b) hereof); and 
 (ii) an Officers’ Certificate from the Issuer. 
 Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The
aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as
the case may be, in connection with transfers of interest as hereinafter provided. 
 (d) Terms. The aggregate principal amount of
Notes that may be authenticated and delivered under this Indenture is unlimited. 
 The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to
the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
  

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 The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in
Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3. 
 Additional Notes ranking pari passu with the Initial Notes and PIK Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and
form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s
compliance with Section 4.09 hereof. In addition, in connection with the payment of PIK Interest, the Issuer shall be entitled to, without the consent of the Holders and without regard to Section 4.09 hereof, issue additional Notes (the
“PIK Notes”) under this Indenture on the same terms and conditions as the Notes originally issued or in lieu of issuing such PIK Notes, will increase the principal amount of the outstanding Notes held in the form of global notes (in
each case, a “PIK Payment”). The Initial Notes and any Additional Notes and PIK Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments,
redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any PIK Notes and Additional Notes that are actually issued and references to “principal
amount” of the Notes include any increase in the principal amount of the outstanding Notes as a result of a PIK Payment. 
 (e)
Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants
through Euroclear or Clearstream. 
 Section 2.02 Execution and Authentication. 
 At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated
substantially in the form of Exhibit A attached hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial
Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any (i) Additional Notes, (ii) any PIK Notes (or increases in the principal amount of the outstanding
Notes held in the form of Global Notes) issued in payment of PIK Interest for an aggregate principal amount and with a principal amount specified in such Authentication Order and (iii) Exchange Notes for issue only in an Exchange Offer pursuant
to an Exchange Offer, for a like principal amount of Notes being exchanged in such Exchange Offer. Such Authentication Order for such Additional Notes, PIK Notes or Exchange Notes shall specify the amount of the Notes to be authenticated and, in the
case of any issuance of Additional Notes pursuant to Section 2.01 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. 
  

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 On any Interest Payment Date on which the Issuer pays PIK Interest with respect to a Global Note, the
Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest $1.00, for the relevant interest period on the principal amount of such Global Note as of the relevant Record Date
for such Interest Payment Date, to the credit of the Holders on such Record Date and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the
Trustee or the Custodian, to reflect such increase. On any Interest Payment Date on which the Issuer pays PIK Interest by issuing PIK Notes in the form of Definitive Notes, the principal amount of any such PIK Notes issued to any Holder, for the
relevant interest period as of the relevant Record Date for such Interest Payment Date, shall be rounded up to the nearest $1.00. 
 The
Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer. 
 Section 2.03
Registrar and Paying Agent. 
 The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer
or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their
transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.
The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. 
 The Issuer shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such Paying Agent or Registrar. The Issuer or any of its Subsidiaries
may act as Paying Agent or Registrar. 
 The Issuer initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent To Hold Money in Trust. 
 The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or cash Additional Interest, if any, or without duplication, cash interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require
a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary)
shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes. 
  

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 Section 2.05 Holder Lists. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Section 312(a) of the
Trust Indenture Act. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Section 312(a) of the Trust Indenture Act. 
 Section 2.06 Transfer and Exchange. 
 (a) Transfer
and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such
successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or
(y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days (ii) there shall have occurred and be continuing a Default with respect to
the Notes or (iii) the Issuer, in its sole discretion notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture. Upon the occurrence of any of the preceding events in (i), (ii) or
(iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with
its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i),
(ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
 (b) Transfer and Exchange of
Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall
require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser). Beneficial interests
in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.06(b)(i). 
  

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 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from
a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above;
provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by
the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been
satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to
Section 2.06(h) hereof. 
 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof
and the Registrar receives the following: 
 (A) if the transferee shall take delivery in the form of a beneficial interest in
a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transferee shall take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 
 (C)
if the transferee shall take delivery in the form of a beneficial interest in an IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, and the
transferee must deliver a certificate in the form of Exhibit E hereto, together with the legal opinion, if any, required thereby. 
  

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 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a
time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 
 (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the
occurrence of any of the events in paragraph (i), (ii) or (iii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
  

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 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; 
 (F) if such beneficial
interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof; or 

(G) if such beneficial interest is being transferred to an institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form of Exhibit E hereto, including the certifications, certificates and legal
opinion, if applicable, 
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

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

  

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Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note
only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the
following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 (iv) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall, upon receipt of an Authentication Order,
authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered
in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The
Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement
Legend. 
  

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 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 
 (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive Note proposes to
exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form
of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive
Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

 (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of
the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; 
 (F) if
such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(3)(c) thereof; or 
 (G) if such Restricted Definitive Note is being transferred to an institutional Accredited Investor
in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form of Exhibit E hereto, including the
certifications, certificates and legal opinion, if applicable, 
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased
the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, in the case of clause (C) above, the applicable Regulation S
Global Note and in the case of clause (G) above, the applicable IAI Global Note. 
 (ii) Restricted Definitive Notes
to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 
 (A) such exchange or transfer
is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not


  

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(1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Issuer; 
 (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance
with the Registration Rights Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to an
Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives
the following: 
 (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
 (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e)
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting 

  

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Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e): 
 (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note
may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer shall be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if
the transfer shall be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; 
 (C) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable; or 
 (D) if such Restricted Definitive Note is being transferred to an institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form of Exhibit E hereto, including the certifications, certificates and legal
opinion, if applicable. 
 (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive
Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B) any such transfer is
effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) any such
transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto,
including the certifications in item (1)(d) thereof; or 
  

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 (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to
a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating
Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating
Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance
of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and
mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued
in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture. 
 (g) Legends. The
following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 
 (i) Private Placement Legend. 
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution therefor) shall bear the legend in substantially the
following form: 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, 

  

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PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. 
 THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR OR ACCOUNT FOR
WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR IN THE CASE OF RULE 144A SECURITIES AND 40 DAYS IN THE CASE OF REGULATION
S SECURITIES, AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES 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 ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES
OF $250,000, IN EACH CASE, 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 ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
THE ISSUER.” 
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph
(b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 
 (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY 

  

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FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.” 
 (iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note
shall bear a legend in substantially the following form: 
 “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).” 
 (iv) OID Legend. Each Note not subject to the Contingent Payment Regulations shall bear a legend in substantially the following form: 
 “FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE
DISCOUNT.” BEGINNING TEN DAYS AFTER THE ISSUE DATE, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER HEREOF ANY INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, AND AMOUNT OF ORIGINAL ISSUE DISCOUNT (AND ANY OTHER
INFORMATION REQUIRED TO BE MADE AVAILABLE TO THE HOLDER PURSUANT TO 

  

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U.S. TREASURY REGULATIONS), UPON THE WRITTEN REQUEST OF SUCH HOLDER DIRECTED TO THE ISSUER, C/O AMERICAN MEDIA OPERATIONS, INC., 1000 AMERICAN MEDIA WAY,
BOCA RATON, FL 33464-1000, ATTENTION: GENERAL COUNSEL.” 
 Each Note subject to the Contingent Payment Regulations shall bear a legend in
substantially the following form: 
 “FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE
IS A CONTINGENT PAYMENT DEBT INSTRUMENT AND WILL ACCRUE ORIGINAL ISSUE DISCOUNT AT THE ISSUER’S COMPARABLE YIELD FOR U.S. FEDERAL INCOME TAX PURPOSES. PURSUANT TO SECTION 4.17 OF THE INDENTURE, THE ISSUER AGREES, AND BY ACCEPTANCE OF A
BENEFICIAL OWNERSHIP INTEREST IN THE NOTE, EACH BENEFICIAL HOLDER OF THE NOTE WILL BE DEEMED TO HAVE AGREED, TO (1) TREAT THE NOTE AS INDEBTEDNESS SUBJECT TO TREASURY REGULATIONS SECTION 1.1275-4 (THE “CONTINGENT PAYMENT REGULATIONS”)
AND (II) BE BOUND BY THE ISSUER’S DETERMINATION OF THE COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE, WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THE NOTE UNLESS SUCH DETERMINATION IS UNREASONABLE. YOU MAY OBTAIN
THE ISSUE PRICE, ISSUE DATE, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE FOR THIS NOTE BY SUBMITTING A WRITTEN REQUEST TO THE ISSUER, C/O AMERICAN MEDIA OPERATIONS, INC., 1000 AMERICAN MEDIA WAY, BOCA RATON, FL 33464-1000, ATTENTION: GENERAL
COUNSEL.” 
 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global
Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or
for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
 (i) General Provisions Relating to Transfers and Exchanges. 
 (i) To permit registrations of transfers and
exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
 (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Issuer or the 

  

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Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 
 (iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in
part. 
 (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or
Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

 (v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a
period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to
exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest
Payment Date. 
 (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the
Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and, without duplication, interest (including Additional
Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 
 (vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall, upon receipt of an
Authentication Order, authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. 
 (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like
aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall, upon receipt of an Authentication Order, execute, and
the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 
 (ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile. 
 Section 2.07 Replacement Notes. 
 If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the ownership
and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer,
an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Issuer and/or the Trustee may charge for its expenses in replacing a Note. 
  

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 Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 
 The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note. 
 If a Note is replaced pursuant to
Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest (or accretion) on it ceases to accrue. 
 If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest (or accretion). 
 Section 2.09 Treasury Notes. 
 Prior to the qualification of this Indenture under the Trust Indenture
Act, in determining whether the Holders of the required principal amount of the Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer shall be considered as outstanding. Following the
qualification of this Indenture under the Trust Indenture Act, in determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the
Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows
are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or
consent with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor. 
 Section 2.10 Temporary Notes. 
 Until certificates representing Notes are ready for delivery, the Issuer may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall, upon receipt of an Authentication Order, authenticate definitive Notes in exchange for temporary Notes. 
  

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 Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the
benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture. 
 Section 2.11 Cancellation. 
 The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer upon the Issuer’s
written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 
 Section
2.12 Defaulted Interest. 
 If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall
notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee
in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment
date and the amount of such interest to be paid. 
 Subject to the foregoing provisions of this Section 2.12 and for greater certainty,
each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 
 Section 2.13 CUSIP and ISIN Numbers. 
 The Issuer in
issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or ISIN numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall as promptly as practicable notify the Trustee of any change in the CUSIP and/or ISIN numbers. 
  

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 ARTICLE 3 
 REDEMPTION 
 Section 3.01 Notices to Trustee. 
 If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 2 Business Days before notice of
redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officers’ Certificate setting forth (i) the paragraph or subparagraph of such
Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price. 
 Section 3.02 Selection of Notes To Be Redeemed or Purchased. 
 If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) if the Notes are not so listed, on a pro rata basis to the extent practicable or (c) by lot or by such other similar
method in accordance with the procedures of DTC. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days
prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 
 The Trustee shall
promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes
selected shall be in minimum denominations of $1.00; no Notes of $1.00 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if
not a multiple of $1.00, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or
purchase. 
 Section 3.03 Notice of Redemption. 
 Subject to Section 3.09 hereof, notices of redemption shall be mailed by first-class mail, postage prepaid, at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such
Holder’s registered address, except that notices of redemption may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 hereof. 
 The notice shall identify the Notes to be redeemed and shall state: 
 (a) the Redemption Date; 
 (b) the redemption price; 
 (c) if any Note is to be redeemed in part only, the portion of
the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness
to the extent not redeemed shall be issued in the name of the Holder of the Notes upon cancellation of the original Note; 
  

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 (d) the name and address of the Paying Agent; 
 (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
 (f) that, unless the Issuer defaults in making such redemption payment, interest or accretion on Notes called for redemption ceases to
accrue on and after the Redemption Date; 
 (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and 
 (h) that no representation is made as to the
correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Notes. 
 At the
Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is
required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph. 
 Section 3.04 Effect of Notice of Redemption. 
 Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the
Redemption Date at the redemption price (except (i) when given in connection with a transaction (or series of related transactions) that constitutes a Change of Control, in which case such notice of redemption may, at the Issuer’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the Change of Control or (ii) as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be
conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not
affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption. 
 Section 3.05 Deposit of Redemption or Purchase Price. 
 Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest
(including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of
the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased. 
 If the
Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased
on or after a Record Date but on or prior to 

  

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the related Interest Payment Date, then, without duplication, any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person
in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the
preceding paragraph, interest shall be paid on the unpaid principal amount, from the redemption or purchase date until such principal amount is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on
such unpaid principal amount, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06 Notes Redeemed or Purchased
in Part. 
 Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall, upon receipt of
an Authentication Order, authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or
purchased; provided that each new Note shall be in a minimum principal amount of $1.00. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or
Officers’ Certificate is required for the Trustee to authenticate such new Note. 
 Section 3.07 Optional Redemption. 
 (a) After the Issue Date, the Issuer may redeem the Notes, in whole or in part, upon notice as described in Section 3.03, at the redemption prices
(expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable date of redemption (each such date, a “Redemption
Date”), subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the periods indicated below: 
  

				
	 Year
	  	Percentage	 
	 Issue Date to October 31, 2009
	  	103.000	%
	 November 1, 2009 to October 31, 2010
	  	102.000	%
	 November 1, 2010 to October 31, 2011
	  	101.000	%
	 November 1, 2011 and thereafter
	  	100.000	%

 (b) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof. 
 Section 3.08 Mandatory Redemption. 
 The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, the Issuer may at any time and from time to time purchase Notes in the open market or
otherwise. 
 Section 3.09 Offers to Repurchase by Application of Excess Proceeds. 
 (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures
specified below. 
 (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer,
except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the 

  

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“Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if
required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so
purchased shall be made in the same manner as cash interest payments are made. 
 (c) If the Purchase Date is on or after a Record Date and
on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such
Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
 (d) Upon the
commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required, holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
 (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the
Asset Sale Offer shall remain open; 
 (ii) the Offer Amount, the purchase price and the Purchase Date; 
 (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; 
 (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Purchase Date; 
 (v) that Holders electing to have a Note purchased pursuant to an Asset Sale
Offer may elect to have Notes purchased in an integral multiple of $1.00 in aggregate principal amount; 
 (vi) that Holders
electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to
the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 
 (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased; 
 (viii) that, if the aggregate principal amount of Notes and Senior
Subordinated Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Issuer shall select the Notes and such Senior Subordinated Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes
or such Senior Subordinated Indebtedness tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in an integral multiple of $1.00 in aggregate principal amount, shall be purchased); and 
  

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 (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. 
 (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. 
 (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer
for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being
understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officers’ Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any
unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in integral multiples of $1.00 in aggregate principal amount. Any Note not so accepted
shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 
 Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made
pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4 
 COVENANTS 
 Section 4.01 Payment of Notes. 

The Issuer shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and, without duplication, interest on the
Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, cash Additional Interest, if any, and cash interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds
as of 10:00 a.m. (New York City time) on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and Cash Interest then due. PIK Interest shall be paid in the
manner provided in Section 2.02. PIK Interest shall be considered paid on the date due, (a) with respect to PIK Interest paid in the form of PIK Notes, if the Issuer has delivered the appropriate amount of PIK Notes and an Authentication
Order therefor to the Trustee on or prior to such date and (b) with respect to PIK Interest on any Global Note, automatically by increasing the principal amount of such Global Note in an amount equal to such PIK Interest, the Trustee evidencing
such payment pursuant to this clause (b) by making appropriate amendments to the schedule of principal amounts of such Global Note pursuant to Section 2.02 hereof. 
 The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

  

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 The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02 Maintenance of
Office or Agency. 
 The Issuer shall maintain in Minneapolis, Minnesota an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer
shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no
such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes. The Issuer shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency. 
 The Issuer hereby designates
the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof. 
 Section 4.03 Reports
and Other Information. 
 (a) So long as any Notes are outstanding, the Issuer is required to provide to the Trustee and Holders of the
Notes, without cost to the Trustee or any Holder, from and after the Issue Date, in each case, except as provided below, in a manner that complies in all material respects with the requirements specified in the applicable Form 10-K, Form 10-Q, Form
8-K or any successor or comparable form, 
 (1) within 90 days (or any other time period then in effect under the rules and
regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports containing the information required to be contained in a filing with the SEC on Form 10-K, or any
successor or comparable form, or required in such successor or comparable form; 
 (2) within 50 days after the end of each of
the first three fiscal quarters of each fiscal year, quarterly reports containing the information required to be contained in a filing with the SEC on Form 10-Q or any successor or comparable form or required in such successor or comparable form;
and 
 (3) promptly from time to time after the occurrence of an event that would require information about such event to be
provided to the SEC on Form 8-K, or any successor or comparable form, a current report with such information; provided that unless otherwise required by applicable law or by the SEC to be provided to Holders, as certified by an Officers’
Certificate delivered to the Trustee, current reports shall only be required with respect to the following Form 8-K 

  

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Items (or its successor item): Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement),
Item 1.03 (Bankruptcy or Receivership), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant),
Item 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), Item 2.05 (Costs Associated with Exit or Disposal Activities), Item 4.01 (Changes in
Registrant’s Certifying Accountant), Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), Item 5.01 (Changes in Control of Registrant), Items 5.02 (a), (b) and
(c) (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits, but only with respect to
financial statements and pro forma financial information relating to transactions required to be reported pursuant to Item 2.01); 
 provided,
however, that unless the Issuer is actually then subject to Section 13 or 15(d) of the Exchange Act: 
 (A) such
reports required pursuant to Section 4.03(a)(1) shall not be required to include the information contemplated by (x) Item 1B, Item 4, Item 5, Item 9A, Item 9A(T) and Item 10 (but only with respect to
information required by Items 405, 406 and 407 of Regulation S-K; provided, however, that such reports shall be required to present the other information contemplated by Item 10 with exclusions consistent with the information in
(or excluded from) the Offering Memorandum), (y) Item 11 and Item 13 (but, in each case, only with respect to the information required by Item 407 of Regulation S-K; provided, however, that such reports shall be
required to present the other information contemplated by Items 11 and 13 with exclusions consistent with the information in (or excluded from) the Offering Memorandum) and (z) Item 14 of Form 10-K, in each case, as in effect on the Issue
Date; 
 (B) such reports required pursuant to Section 4.03(a)(2) shall not be required to include the information
contemplated by Item 4 and Item 4T of Part I thereof and Item 2 and Item 4 of Part II of Form 10-Q, in each case, as in effect on the Issue Date; and 
 (C) such reports required pursuant to Sections 4.03(a)(1), (2) and (3) (i) shall 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),
in each case, as in effect on the Issue Date or any successor provision thereto, and (ii) shall not be required to comply with Items 402, 405, 406, 407 and 601 of Regulation S-K promulgated by the SEC, in each case, as in effect on the Issue
Date; 
 provided further that if the reports furnished by the Issuer at a time when it is not subject to Sections 13 or 15(d) of the Exchange Act
omits the information permitted to be excluded from such reports pursuant to clauses (A), (B) or (C) above, then such reports furnished shall include an express statement therein that the Issuer has omitted such information as permitted
pursuant to the terms of this Section 4.03. 
 (b) The Issuer may satisfy the foregoing requirements by either (A) filing or
furnishing with the SEC, as the case may be, and providing to the Trustee all forms required to be filed with the SEC as if it were subject to Sections 13 or 15(d) of the Exchange Act (regardless of whether the Issuer is actually then subject to
Sections 13 or 15(d) of the Exchange Act); provided that any information required to be provided to the Trustee may be delivered within 15 days following the date otherwise specified above; or (B) making the information referred to above
available to the Trustee and the Holders by posting 

  

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such information on a publicly accessible portion of the Issuer’s website (or that of any of its parent companies). To the extent not satisfied by the
foregoing, the Issuer shall agree that, for so long as any Notes are outstanding, it shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act. The Issuer shall hold quarterly conference calls with Holders and the beneficial owners of the Notes after the Issuer’s financial statements for the prior fiscal period have been provided to Holders, the
date and time of each such conference calls to be fixed by the Issuer and stated in the notice of conference calls, provided that such conference calls shall be held no later than 30 days after the date that such financial statements are
required to have been provided to Holders. 
 (c) The Issuer may satisfy its obligations under this Section 4.03 with respect to
financial information by furnishing financial information relating to AMI. All financial information provided under this Section 4.03(c) shall be accompanied by consolidating information that explains in reasonable detail the differences
between the information relating to AMI, on the one hand, and the information relating to the Issuer and the Restricted Subsidiaries on a standalone (but consolidated as to them) basis, on the other hand. 
 (d) Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders if
(x) the Issuer has filed such reports with the SEC or (y) the Issuer (or any of its parent companies) has posted such information on its website, and, in either case, such reports are publicly available. In addition, such requirements of
this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration
Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements
set forth in the first paragraph of this Section 4.03. 
 (e) Notwithstanding anything herein to the contrary, the Issuer will not be
deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under Section 6.01 until 120 days after the date any report hereunder is required to be made available to the Trustee and the Holders pursuant
to this Section 4.03. 
 Section 4.04 Compliance Certificate. 
 (a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue
Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that
to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions,
covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto). 
 (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the
Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by
facsimile transmission an Officers’ Certificate specifying such event and what action the Issuer proposes to take with respect thereto. 
  

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 Section 4.05 Taxes. 
 The Issuer shall pay, and shall cause each of their respective Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith
and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 
 Section 4.06 Stay, Extension and Usury Laws. 
 The Issuer and each of the Guarantors covenant (to the extent that they may
lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
 Section 4.07 Limitation on Restricted Payments. 
 (a)
The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (I) declare or
pay any dividend or make any payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other
than: 
 (a) dividends, payments or distributions by the Issuer payable solely in Equity Interests (other than Disqualified
Stock) of the Issuer; or 
 (b) dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any
dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of
such dividend payment or distribution in accordance with its Equity Interests in such class or series of securities; 
 (II)
purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation, other than purchases, redemptions,
defeasances and other acquisitions and retirements of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by a Restricted Subsidiary of the Issuer); 
 (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value or give any irrevocable
notice of redemption with respect thereto, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than: 
 (a) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b); 
  

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 (b) the payment, redemption, repurchase, defeasance or other acquisition or retirement
for value of Subordinated Indebtedness made in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance or other
acquisition or retirement for value; or 
 (c) the giving of an irrevocable notice of redemption with respect to the
transactions described in clauses (a) and (b) above and (2) and (3) of Section 4.07(b); or 
 (IV)
make any Restricted Investment 
 (all such payments and other actions set forth in clauses (I) through (IV) (other than any exception thereto in
clauses (I) and (III)) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness
pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a); and 
 (3) such Restricted Payment,
together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1) and (10) of Section 4.07(b), but
excluding all other Restricted Payments permitted by Section 4.07(b)), is less than the sum of (without duplication): 
 (a) EBITDA of the Issuer and its Restricted Subsidiaries on a consolidated basis for the period (taken as one accounting period) beginning April 1, 2009, to the end of the Issuer’s most recently ended fiscal quarter for which
internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times the Consolidated Interest Expense of the Issuer and its Restricted Subsidiaries for the same period; plus 
 (b) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Issuer
since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof)
from the sale of: 
 (i) (A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds
and the fair market value of marketable securities or other property received from the sale of Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the
Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and 
  

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 (B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity
Interests of the Issuer’s direct or indirect parent companies (excluding contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) Section 4.07(b) hereof); or 
 (ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer (or any direct or
indirect parent company of the Issuer); 
 provided, however, that this clause (b) shall not include the proceeds from
(X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded
Contributions; plus 
 (c) 100% of the aggregate amount of cash and the fair market value of marketable securities or other
property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause
(12)(a) of Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus 
 (d) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received after the Issue Date by means of: 
 (i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or
its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the
Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or 
 (ii) the sale (other than to the Issuer or a
Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment)
or a dividend from an Unrestricted Subsidiary after the Issue Date; plus 
 (e) in the case of the redesignation of an
Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (which, if the fair market value of such Investment may exceed $50.0 million, shall be set forth in
writing by an Independent Financial Advisor) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted
a Permitted Investment hereunder. 
 (b) The foregoing provisions shall not prohibit: 
 (1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of
declaration thereof or the giving of the irrevocable redemption notice, as applicable, if at the date of declaration or notice such payment would have complied with the provisions of this Indenture; 
  

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 (2) the redemption, repurchase, defeasance, retirement or other acquisition of any Equity
Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer (or a Guarantor) in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity
Interests of the Issuer or any of its direct or indirect parent companies (in each case, other than any Disqualified Stock); 
 (3) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness
of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as: 
 (a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest and additional interest, if any, on the
Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value, plus the amount of any reasonable premium paid (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred
in connection with the issuance of such new Indebtedness; 
 (b) such new Indebtedness is subordinated to the Notes or the
applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value; 
 (c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated
Indebtedness being so redeemed, repurchased, defeased, acquired or retired; and 
 (d) such new Indebtedness has a Weighted
Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired; 
 (4) a Restricted Payment to pay for the repurchase, redemption, defeasance or other acquisition or retirement for value of Equity
Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect
parent companies (or any permitted transferee of any of the foregoing) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate
amounts paid under this clause (4) do not exceed in any calendar year $5.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following
proviso) of $10.0 million in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed: 
 (a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to
the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its direct or indirect parent companies or any of its Subsidiaries
that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus

  

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 (b) the cash proceeds of key man life insurance policies received by the Issuer or its
Restricted Subsidiaries after the Issue Date; less 
 (c) the amount of any Restricted Payments made in any prior fiscal year
pursuant to clauses (a) and (b) of this clause (4); 
 (5) the declaration and payment of dividends to holders of
any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or any class or series of Preferred Stock of a Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are
included in the definition of “Consolidated Interest Expense”; 
 (6) repurchases of Equity Interests deemed to
occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (7) the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on the Issuer’s common stock),
following the consummation of the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or
contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (8) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause
(8) not to exceed $60.0 million; 
 (9) Restricted Payments that are made with Excluded Contributions; 
 (10) the payment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness
required in accordance with provisions applicable thereto similar to those described under Sections 4.10 and 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as
applicable, have been repurchased, redeemed or acquired for value; and 
 (11) the declaration and payment of dividends by the
Issuer or a Restricted Subsidiary to, or the making of loans to, any of their respective direct or indirect parents in amounts required for any direct or indirect parent companies to pay, in each case without duplication, 
 (a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence; 
 (b) federal, foreign, state and local income taxes to the extent such income taxes are attributable to the income of the Issuer and its
Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that, in
each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes for such fiscal year were the
Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any parent entity at the highest combined applicable, federal, foreign, state and local tax rate for such fiscal
year; 
  

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 (c) customary salary, bonus and other benefits payable to officers and employees of any
direct or indirect parent company of the Issuer and its Restricted Subsidiaries to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; 
 (d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer and its Restricted
Subsidiaries to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and 
 (e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (10) of this Section 4.07(b), no Default shall have occurred and be continuing
or would occur as a consequence thereof. 
 As of the Issue Date, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries. The
Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all
outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of
“Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (8) of Section 4.07(b) hereof, or
pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in
this Indenture. 
 Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: 
 (1) (A) pay dividends or make any other distributions to the Issuer or any of the Restricted Subsidiaries on its Capital Stock or with
respect to any other interest or participation in, or measured by, its profits, or 
 (B) pay any Indebtedness owed to the
Issuer or any of the Restricted Subsidiaries; 
 (2) make loans or advances to the Issuer or any of the Restricted
Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets to the Issuer or any of the Restricted
Subsidiaries. 
  

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 (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions
existing under or by reason of: 
 (1) contractual encumbrances or restrictions in effect on the Issue Date, including
pursuant to Bank Indebtedness and the Existing Notes and the related documentation; 
 (2) this Indenture, the Notes, the
Senior Note Indenture and the Senior Notes; 
 (3) Purchase Money Obligations for property acquired in the ordinary course of
business and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired and related assets; 
 (4) applicable law or any applicable rule, regulation or order; 
 (5) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of
such acquisition or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance
or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed and
related assets; 
 (6) contracts for the sale of assets or Capital Stock, including customary restrictions with respect to a
Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock or assets of such Subsidiary, that impose restrictions on the assets to be sold or the assets of such Subsidiary;

 (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof
that limits the right of the debtor to dispose of the assets securing such Indebtedness; 
 (8) restrictions on cash or other
deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 
 (9) other
Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof that imposes restrictions solely on Foreign Subsidiaries or
their Subsidiaries party thereto; 
 (10) customary provisions in joint venture agreements and other similar agreements or
arrangements relating solely to such joint venture; 
 (11) customary provisions contained in leases or licenses of
intellectual property and other agreements, in each case, entered into in the ordinary course of business; 
 (12) other
Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or Preferred Stock of any Restricted Subsidiary that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.09 hereof; provided
that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management
or the Board of Directors of the Issuer); 
  

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

 (14) restrictions or conditions of the type contained in clause (3) of Section 4.08(a) hereof contained in any
trading, netting, operating, construction, service, supply, purchase or other agreement to which the Issuer or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the
encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that is the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such
Restricted Subsidiary or the assets or property of the Issuer or any other Restricted Subsidiary. 
 Section 4.09 Limitation on Incurrence of Indebtedness
and Issuance of Disqualified Stock and Preferred Stock. 
 (a) The Issuer shall not, and shall not permit any of the Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect
to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided,
however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock
and issue shares of Preferred Stock, if the Consolidated Leverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been less than 6.25 to 1.00, determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such
four-quarter period. 
 (b) The provisions of Section 4.09(a) hereof shall not apply to: 
 (1) Bank Indebtedness incurred in an aggregate principal amount not to exceed $685.0 million outstanding at any one time; 
 (2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by (a) the Senior Notes and the Notes (including any
Senior PIK Notes and PIK Notes and any Senior Notes and Notes issued in a registered or private exchange offer pursuant to the Registration Rights Agreement but excluding Additional Senior Notes and Additional Notes), (b) any Existing Notes
outstanding on the Issue Date, and (c) any guarantee by a Guarantor of any of the foregoing; 
  

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 (3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue
Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 
 (4) Indebtedness
(including Capitalized Lease Obligations and Purchase Money Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or
personal) or equipment (other than software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, provided that the aggregate amount of
Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (4) when aggregated with then outstanding amount of Indebtedness under clause (13) incurred to refinance Indebtedness initially incurred in reliance on
this clause (4) does not exceed 3.5% of Total Assets at any time outstanding; 
 (5) Indebtedness incurred by the Issuer
or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other
Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that such letters of credit are not drawn; 
 (6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of
purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash
proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such
disposition; 
 (7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to
a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be
deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7); 
 (8) Indebtedness of a
Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to
the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not
permitted by this clause (8); 
  

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 (9) shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary issued to
the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such shares of Preferred Stock or Disqualified Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock or Disqualified Stock
not permitted by this clause (9); 
 (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative
purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk; 
 (11) obligations in
respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 
 (12) (a) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer in an aggregate principal amount or
liquidation preference equal to 100.0% of the net cash proceeds received by the Issuer and its Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent
entity of the Issuer (which proceeds are contributed to the Issuer or a Restricted Subsidiary) or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests or contributions
received from the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make
Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and
(b) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference
which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding
exceed $55.0 million; 
 (13) the incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness,
Disqualified Stock or Preferred Stock which serves to refund or refinance (whether by payment, purchase, redemption, defeasance or other acquisition or retirement) any Indebtedness, Disqualified Stock or Preferred Stock incurred or outstanding as
permitted under Section 4.09(a) and clauses (2), (3), (4), (6), (10) and (12)(a) above and this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or
refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred or outstanding to pay accrued interest; premiums (including reasonable tender premiums), defeasance
costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 
 (a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining
Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced, 
  

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 (b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness
subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or
(ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 
 (c) shall not include: 
 (i) Indebtedness, Disqualified Stock or Preferred Stock of a
Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer; 
 (ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer, that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or 
 (iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness,
Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 and provided, further that subclause (a) of this
clause (13) shall not apply to any refunding or refinancing of any Senior Indebtedness; 
 (14) Indebtedness,
Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted
Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, either 
 (a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof, or 
 (b) the Consolidated Leverage Ratio is equal to or less than such ratio immediately prior to such acquisition or merger; 
 (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; 
 (16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of
credit; 
 (17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any
Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or 
 (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided that such guarantee is incurred in accordance
with Section 4.15; 
  

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 (18) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of
(i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; 
 (19) Indebtedness consisting of Indebtedness issued by the Issuer or any of the Restricted Subsidiaries to current or former officers,
directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer, a Restricted Subsidiary or any of their direct or indirect parent companies
to the extent described in clause (4) of Section 4.07(b); 
 (20) customer deposits and advance payments received in
the ordinary course of business from customers for goods purchased in the ordinary course of business; and 
 (21)
Indebtedness owed on a short term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Issuer and the Restricted Subsidiaries with such banks or financial institutions that
arises in connection with ordinary banking arrangements to manage cash balances of the Issuer and the Restricted Subsidiaries. 
 For
purposes of determining compliance with this Section 4.09: 
 (1) in the event that an item of Indebtedness, Disqualified
Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of Section 4.09(b) hereof
or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be
required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof or in one of the above clauses under Section 4.09(b) hereof; provided that all Indebtedness outstanding
under Bank Indebtedness on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof; and 
 (2) at the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and (b) hereof.

 Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock
or Preferred Stock, as applicable, shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 
 For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency
shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is
incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date
of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced plus
the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness. 
  

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

 Section 4.10 Asset Sales. 
 (a) The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless: 
 (1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (such fair market value to be determined in good faith by the Issuer on the date
of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and 
 (2) except in the case of a
Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: 
 (a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent internal balance sheet or in the
footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted
Subsidiaries have been validly released by all creditors in writing, 
 (b) any securities received by the Issuer or such
Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale; and 
 (c) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair
market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) and assets (other than securities received and not yet liquidated pursuant to clause (b)) that are at that time outstanding, not
to exceed 3.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to
subsequent changes in value, 
 shall be deemed to be cash for purposes of this provision and for no other purpose. 
 (b) Within 15 months after the receipt of any Net Proceeds of any Asset Sale consummated after the Issue Date (the “Application Period”)
the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale 
 (1) to permanently
reduce: 
 (a) Obligations under Senior Indebtedness, and to correspondingly reduce commitments with respect thereto;

  

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 (b) Obligations under Senior Subordinated Indebtedness (and to correspondingly reduce
commitments with respect thereto); provided that the Issuer shall equally and ratably (based on the aggregate principal amounts) reduce Obligations under the Notes as provided in Section 3.09 hereof, 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 under Sections 3.09 and 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal
amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or 
 (c) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary; or 
 (2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of
the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital
expenditures or (c) acquisitions of other assets, in each of clauses (a), (b) and (c), used or useful in a Similar Business or that replace the businesses, properties and/or assets that are the subject of such Asset Sale. 
 (c) Any Net Proceeds from the Asset Sale that are not invested or applied in accordance with Section 4.10(b) within 15 months from the date of the
receipt of such Net Proceeds shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by
the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal
amount of the Notes and such 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 (without duplication) accrued and unpaid interest and
Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after
the date that Excess Proceeds exceed $25.0 million by mailing the notice to Holders required pursuant to the terms of this Indenture, with a copy to the Trustee as set forth in Section 3.09 hereof. The Issuer may satisfy the foregoing
obligations with respect to any Excess Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Excess Proceeds prior to the expiration of the Application Period. 
 To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by
such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes or such Pari Passu Indebtedness tendered.
Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 Pending the final application of any
Net Proceeds pursuant to this Section 4.10, the Issuer or such Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any
manner not prohibited by this Indenture. 
  

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 The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 
 Section 4.11 Transactions with Affiliates. 
 (a) The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or
amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or
consideration in excess of $2.0 million, unless: 
 (1) such Affiliate Transaction is on terms that are not materially
less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

 (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate payments or consideration in excess of $10.0 million, a Board Resolution adopted by the majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 
 (b) The foregoing
provisions of Section 4.11(a) hereof shall not apply to the following: 
 (1) transactions between or among the Issuer or
any of its Restricted Subsidiaries; 
 (2) Restricted Payments permitted by Section 4.07 hereof and transactions
constituting “Permitted Investments”; 
 (3) [Reserved]; 
 (4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or
consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 
 (5)
transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a
financial point of view or stating that the terms are not materially less favorable to the Issuer or such Restricted Subsidiary than those that would have reasonably been obtained in a comparable transaction by the Issuer or such Restricted
Subsidiary with an unrelated Person on an arm’s-length basis; 
 (6) any agreement or arrangement as in effect as of the
Issue Date, or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the applicable agreement or arrangement as in effect on the Issue Date); 
  

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 (7) the existence of, or the performance by the Issuer or any of its Restricted
Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which the Issuer or any such Restricted Subsidiary is a party as of the Issue Date
and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such
existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise materially disadvantageous to
the Holders when taken as a whole; 
 (8) transactions with customers, clients, suppliers, or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the
Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 
 (9) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person and any contribution to the capital of
the Issuer; 
 (10) payments by the Issuer or any of its Restricted Subsidiaries to any of the Permitted Holders made for any
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the
Board of Directors of the Issuer in good faith; 
 (11) [Reserved]; 
 (12) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent
companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuer in good faith; 
 (13) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the
Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other
Person; 
 (14) transactions permitted by, and complying with, the provisions of Section 5.01; 
 (15) the pledge of Equity Interests of an Unrestricted Subsidiary to lenders of such Unrestricted Subsidiary to support the Indebtedness
of such Unrestricted Subsidiary owed to such lenders; and 
 (16) any transaction with (or for the benefit of) a Person that
would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person. 
  

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 Section 4.12 Liens. 
 (a) The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness
ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey as security for any such obligations any right to
receive income from any such assets or property, unless: 
 (1) in the case of Liens securing Subordinated Indebtedness, the
Notes and related Guarantees are secured by a Lien on such assets, property, income or profits that is senior in priority to such Liens; or 
 (2) in all other cases, the Notes or the related Guarantees are equally and ratably secured. 
 (b) Any Lien
created for the benefit of Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and
(2) of Section 4.12(a) hereof. 
 Section 4.13 [Reserved]. 
 Section 4.14 Offer To Repurchase upon Change of Control. 
 (a) If a Change of Control occurs, unless
the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described
below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus, without duplication, accrued and unpaid interest and
Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer
shall send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the security register with the following information: 
 (1) a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such
Change of Control Offer shall be accepted for payment by the Issuer; 
 (2) the purchase price and the purchase date, which
shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) any Note not properly tendered shall remain outstanding and continue to accrue interest; 
 (4) unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; 
  

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 (5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer
shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the
close of business on the third Business Day preceding the Change of Control Payment Date; 
 (6) Holders shall be entitled to
withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the 19th Business Day following the date of the Change of Control
notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such
Notes purchased; 
 (7) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of
Control Offer is conditional on the occurrence of such Change of Control; and 
 (8) the other instructions, as determined by
the Issuer, consistent with this Section 4.14, that a Holder must follow. 
 (b) While the Notes are in global form and the Issuer makes
an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations. 
 The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect
the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof. 
 (c) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law, 
 (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, 
 (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof
so tendered, and 
 (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with
an Officers’ Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. 
 (d) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall, upon receipt of an Authentication Order, promptly authenticate and mail to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a minimum principal amount of $1.00. The Issuer shall publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date. 
  

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 (e) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a
third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 
 (f) Other than as specifically
provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 
 (g) In the event a Change of Control occurs at a time when the Issuer is prohibited by the terms of any Senior Indebtedness from purchasing the Notes, then prior to the mailing of the notice of a Change of Control to
holders of Notes, but in any event within 30 days following any Change of Control, the Issuer shall (1) repay in full all Obligations, and terminate all commitments, under Bank Indebtedness and all other Senior Indebtedness, the terms of which
require repayment and/or termination of commitments upon a Change of Control or offer to repay in full all Obligations, and terminate all commitments, under Bank Indebtedness and all other such Senior Indebtedness and to repay the Obligations owed
to (and terminate all commitments of) each lender which has accepted such offer or (2) obtain the requisite consents under the agreements governing such Senior Indebtedness to permit the repurchase of the Notes. If such a consent is not
obtained or borrowings repaid, the Issuer shall remain prohibited from purchasing the Notes. The Issuer shall first comply with this clause (g) before it shall be required to repurchase the Notes pursuant to the other provisions of this
Section 4.14. The Issuer’s failure to comply with this clause (g) (and any failure to send a notice of a Change of Control as a result of the prohibition in this clause (g)) may (with notice and lapse of time) constitute an Event of
Default described in clause (3) of Section 6.01 hereof, but shall not constitute an Event of Default described in clause (1) of Section 6.01 hereof. 
 Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. 
 The Issuer shall
not permit any of its Restricted Subsidiaries, other than a Guarantor, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless: 
 (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is
attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee
by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and

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

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 provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that
existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 
 Each Guarantee shall be released in accordance with Article 11 of this Indenture. 
 Section 4.16 Limitation on
Layering. 
 The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including
Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is either: 
 (1) equal in right of payment with the Notes or such Guarantor’s Guarantee of the Notes, as the case may be; or 
 (2) expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case may be.

 For the purposes of this Indenture, (i) unsecured Indebtedness shall not be deemed as subordinated to Secured Indebtedness merely
because it is unsecured, (ii) Senior Indebtedness that is Secured Indebtedness shall not be deemed as subordinated to any other Senior Indebtedness that is Secured Indebtedness merely because it has a junior priority with respect to the same
collateral, (iii) any Indebtedness shall not be deemed as subordinated to any other Indebtedness merely because of maturity date, order of payment or order of application of funds or (iv) Indebtedness that is not guaranteed shall not be
deemed as subordinated to Indebtedness that is guaranteed merely because of such guarantee. 
 Section 4.17 Tax Treatment of the Notes. 
 (i) Debt characterization. The Issuer agrees and, by acceptance of a beneficial ownership interest in the Notes, each Holder is deemed to have
agreed, to treat the Notes as indebtedness of the Issuer for U.S. federal income tax purposes. The Issuer and the Holder will not take any position on a tax return inconsistent with such treatment, unless required by applicable law. 
 (ii) Contingent payment debt instrument. If the issue price of the Notes is other than their stated principal amount, the Issuer agrees and, by
acceptance of a beneficial ownership interest in the Notes, each Holder is deemed to have agreed, that: 
 (A) the Notes will
be treated as contingent payment debt instruments as defined in Treasury Regulations Section 1.1275-4 (the “Contingent Payment Regulations”); 
 (B) unless such application is unreasonable, each Holder will be bound by the Issuer’s application of the Contingent Payment
Regulations to the Notes, including the Issuer’s determination of the rate at which interest will be deemed to accrue on the Notes for U.S. federal income tax purposes, which is the rate comparable to the rate at which the Issuer would borrow
on a noncontingent, nonconvertible borrowing with no contingent payments, but with terms and conditions otherwise comparable to the Notes (the “comparable yield”), 
 (C) each Holder will use the projected payment schedule with respect to the Notes that the Holder may obtain from the Issuer to determine
its interest accruals and adjustments as provided in the Contingent Payment Regulations, unless such schedule is unreasonable, and 
  

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 (D) the Issuer and each Holder will not take any position on a tax return inconsistent
with clauses (A), (B), or (C) of this Section 4.17(ii), unless required by applicable law. 
 (E) The comparable
yield and the projected payment schedule are not determined for any purpose other than the determination of interest accruals and adjustments thereof in respect of the Notes for U.S. federal income tax purposes. 
 (F) The comparable yield and the projected payment schedule do not constitute a projection or representation regarding the amount payable
on the Notes. 
 ARTICLE 5 
 SUCCESSORS 
 Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) The Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 
 (1) the Issuer is the surviving corporation or limited liability company or the Person formed by or surviving any such consolidation or
merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the jurisdiction of
organization of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); 
 (2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the
Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 
 (3) immediately after such transaction, no Default exists; 
 (4) immediately after giving pro forma effect to
such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period; 
 (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof, or 
 (b) the Consolidated Leverage Ratio would be equal to or less than such ratio immediately prior to such transaction; and 
 (5) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture. 
  

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 (b) The Successor Company shall succeed to, and be substituted for the Issuer, as the case may be, under
this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3), (4) and (5) of Section 5.01(a) hereof, 
 (1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and 
 (2) the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in a State of the United
States of America, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. 
 (c)
Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or
into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions,
to any Person unless: 
 (1) (a) such Guarantor is the surviving corporation or the Person formed by or surviving any
such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership, limited partnership, limited liability company or
trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such
Person, as the case may be, being herein called the “Successor Person”); 
 (b) the Successor Person, if
other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory
to the Trustee; 
 (c) immediately after such transaction, no Default exists; and 
 (d) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 
 (2) the
transaction is made in compliance with Section 4.10 hereof. 
 (d) Subject to certain limitations described in this Indenture, in the
case of clause (1) of Section 5.01(c) hereof, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge
into or transfer all or part of its properties and assets to another Guarantor or the Issuer. 
 Section 5.02 Successor Corporation Substituted.

 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Issuer in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer shall refer instead
to the successor corporation and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein; provided that the predecessor
Issuer shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s
assets that meets the requirements of Section 5.01 hereof. 
  

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 ARTICLE 6 
 DEFAULTS AND REMEDIES 
 Section 6.01 Events of Default. 
 (a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes
(whether or not prohibited by the subordination provisions of this Indenture); 
 (2) default for 30 days or more in the
payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of this Indenture); 
 (3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice by the Trustee or the Holders of not less than 25%
in principal amount of the Notes issued under this Indenture to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) in this Indenture or the Notes; 
 (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any
Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary,
whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 
 (a) such default
either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such
Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 
 (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to
pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $35.0 million or more at any one time outstanding; 
 (5) failure by the Issuer or any Significant Subsidiary (or group of Restricted Subsidiaries that taken together would constitute a
Significant Subsidiary) to pay final judgments aggregating in excess of $35.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such
judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; 
  

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 (6) the Issuer or any Significant Subsidiary, pursuant to or within the meaning of any
Bankruptcy Law: 
 (a) commences proceedings to be adjudicated bankrupt or insolvent; 
 (b) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under applicable Bankruptcy law; 
 (c) consents to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 
 (d) makes a general assignment for the benefit of its creditors; or 
 (e) generally is not paying its debts as they
become due; 
 (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (a) is for relief against the Issuer or any Significant Subsidiary in a proceeding in which the Issuer or any such Significant Subsidiary
is to be adjudicated bankrupt or insolvent; 
 (b) appoints a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer or any Significant Subsidiary, for all or substantially all of the property of the Issuer or any Significant Subsidiary; or 
 (c) orders the liquidation of the Issuer or any Significant Subsidiary; 
 and the order or decree remains
unstayed and in effect for 60 consecutive days; or 
 (8) the Guarantee of any Significant Subsidiary (or group of Guarantors
that taken together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Guarantor, as the case may be, denies that it has any further
liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture. 
 (b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof
(excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded automatically and without any action by the Trustee or the Holders if, within 20 days after such Event of Default
arose, 
 (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or 
 (2) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of
Default; or 
 (3) the default that is the basis for such Event of Default has been cured. 
  

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 Section 6.02 Acceleration. 
 If any Event of Default (other than, with respect to the Issuer, an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee
or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, (without duplication) interest and any other monetary obligations on all the then outstanding Notes to be due and
payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of any Bank Indebtedness shall be outstanding, no such acceleration shall be effective until the earlier of:

 (1) acceleration of any such Bank Indebtedness; or 
 (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under Bank
Indebtedness. 
 Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee
may withhold from Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, and interest on the Notes, if it determines that withholding notice is in their best interest. 
 Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all
outstanding Notes shall be due and payable immediately without further action or notice. 
 The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived and all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and other amounts due the Trustee under Section 7.07 have been paid. 
 Section 6.03 Other Remedies. 
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
 Section 6.04 Waiver of Past Defaults. 
 Holders
of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture and the Notes,
except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer);
provided, 

  

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subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
 Section
6.05 Control by Majority. 
 Holders of a majority in principal amount of the outstanding Notes issued hereunder shall have the right
to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. 
 Section 6.06 Limitation on Suits. 
 Subject to
Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 
 (1)
such Holder has previously given the Trustee notice that an Event of Default is continuing; 
 (2) Holders of at least 25% in
principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy; 
 (3) Holders of the Notes
have offered the Trustee security or indemnity against any loss, liability or expense satisfactory to the Trustee; 
 (4) the
Trustee has not complied with such request within 60 days after the receipt thereof and the offer of such satisfactory security or indemnity; and 
 (5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note. 
 Section 6.07 Rights of Holders of Notes To Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional
Interest, if any, interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of such Holder. 
  

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 Section 6.08 Collection Suit by Trustee. 
 If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in
its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and Additional Interest, if any, and, without duplication, interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and, without duplication, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel. 
 Section 6.09 Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 
 Section 6.10 Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 6.11 Delay
or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 6.12 Trustee May File Proofs of
Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the
Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect,
receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding 

  

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whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding. 
 Section 6.13 Priorities. 
 If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 
 (a) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation,
expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
 (b) to
holders of Senior Indebtedness of the Issuer and, if such money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such Guarantor, in each case to the extent required by Article 10 and/or Article 12 hereof, as
applicable; 
 (c) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional
Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and, without duplication, Additional Interest, if any, and interest,
respectively; and 
 (d) to the Issuer or to such party as a court of competent jurisdiction shall direct including a
Guarantor, if applicable. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.13. 
 Section 6.14 Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes. 
 ARTICLE 7 
 TRUSTEE 
 Section 7.01 Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
  


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 (b) Except during the continuance of an Event of Default: 
 (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall
not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holder of the Notes
unless such Holder shall have offered to the Trustee reasonable security and indemnity to it against any loss, liability or expense. 
 (f)
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

 Section 7.02 Rights of Trustee. 
 (a)
The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
  

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 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct
or negligence of any agent or attorney appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. 
 (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 
 (h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
 (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of
its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (j) In the event the Issuer is required to
pay Additional Interest, the Issuer shall provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the
Additional Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 
 (k) The permissive rights of the Trustee enumerated herein shall not be construed as duties. 
 (l) The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture. 
 Section 7.03 Individual Rights of Trustee. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of
the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it 

  

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must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the Indenture has been qualified under the Trust
Indenture Act) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 Section
7.04 Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy
of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the
sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 
 If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days
after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee. 
 Section
7.06 Reports by Trustee to Holders of the Notes. 
 Within 60 days after each May 15, beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event
described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall
also transmit by mail all reports as required by Trust Indenture Act Section 313(c). 
 A copy of each report at the time of its mailing
to the Holders of Notes shall be mailed to the Issuer and filed with the SEC (to the extent that the Issuer is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or otherwise voluntarily filing
periodic reports with the SEC) and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange.

 Section 7.07 Compensation and Indemnity. 
 The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents, professional advisors and counsel.

  

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 The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the
Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including
the costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in
connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not
relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. 
 The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. 
 Notwithstanding anything to the contrary in Section 4.12, to secure the payment obligations of the Issuer and the Guarantors in this
Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

 The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of Trustee. 
 A resignation
or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the
Trustee if: 
 (a) the Trustee fails to comply with Section 7.10 hereof; 
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law; 
 (c) a custodian or public officer takes charge of the Trustee or its property; or 
 (d) the Trustee becomes incapable of acting. 
  

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 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the
Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee
appointed by the Issuer. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee;
provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations
under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
 Section 7.09 Successor Trustee by Merger, etc. 

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification. 
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. 
 This Indenture shall always have a Trustee who satisfies the requirements of
Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 
 Section 7.11 Preferential
Collection of Claims Against Issuer. 
 The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 
  

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 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

 The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal Defeasance and Discharge. 
 Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are
satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to
be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture
including those of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or
discharged hereunder: 
 (a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if
any, and, without duplication, interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 
 (b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of the transfer or exchange of
Notes, replacement of mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 
 (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

 (d) this Section 8.02. 
 Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 
 Upon the
Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from
their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d), hereof
with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the
purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, 

  

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but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to
Significant Subsidiaries), 6.01(a)(7) (solely with respect to Significant Subsidiaries) and 6.01(a)(8) hereof shall not constitute Events of Default. 
 Section 8.04 Conditions to Legal or Covenant Defeasance. 
 The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In order to exercise either Legal Defeasance or Covenant Defeasance with
respect to the Notes: 
 (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of
the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants (or, if two or more nationally recognized
firms of independent public accountants decline to issue such opinion as a matter of policy, in the opinion of the Issuer’s chief financial officer), to pay the principal amount of, premium, if any, and (without duplication), interest due on
the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular
redemption date; 
 (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 
 (a) the Issuer has
received from, or there has been published by, the United States Internal Revenue Service a ruling, or 
 (b) since the
issuance of the Notes, there has been a change in the applicable U.S. Federal income tax law, 
 in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. Federal income tax purposes, as a result of such Legal Defeasance and shall be subject
to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (1) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and shall be subject to such tax
on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
  

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 (2) no Default (other than that resulting from borrowing funds to be applied to make such
deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 
 (3) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under Bank Indebtedness or any other material agreement or instrument (other than this Indenture) to which the Issuer or
any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and
simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); 
 (4)
the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds shall not be subject to the effect of
Section 547 of the Bankruptcy Law; 
 (5) the Issuer shall have delivered to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and 
 (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may
be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 
 Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Additional Interest, if any, and, without duplication, interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 
 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the
Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
  

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 Section 8.06 Repayment to Issuer. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium and Additional Interest, if any, or, without duplication, interest on any
Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall
thereupon cease. 
 Section 8.07 Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium and
Additional Interest, if any, or, without duplication, interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent. 
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER 
 Section 9.01 Without Consent of Holders of Notes. 
 Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to its Guarantee or this Indenture) and the Trustee may amend or
supplement this Indenture and any Guarantee or Notes without the consent of any Holder; 
 (1) to cure any ambiguity,
omission, mistake, defect or inconsistency; 
 (2) to provide for uncertificated Notes in addition to or in place of
certificated Notes; 
 (3) to comply with Section 5.01 hereof; 
 (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; 
 (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights
under this Indenture of any such Holder; 
 (6) to add covenants for the benefit of the Holders or to surrender any right or
power conferred upon the Issuer or any Guarantor; 
  

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 (7) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act; 
 (8) to evidence and provide for the acceptance and
appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; 
 (9) to provide for
the issuance of Exchange Notes or private exchange notes, which are identical to the Notes except that they are not freely transferable (as defined in the Registration Rights Agreement); and to make changes related to the transfer and legending of
the Notes as permitted by this Indenture or applicable law; 
 (10) to add a Guarantor under this Indenture; 
 (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the senior
subordinated notes” section of the Offering Memorandum; or 
 (12) to make any amendment to the provisions of this
Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this
Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

 Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture,
and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities
under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a
supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officers’ Certificate. 
 Section
9.02 With Consent of Holders of Notes. 
 (a) Except as provided below in this Section 9.02, the Issuer and the Trustee may amend
or supplement this Indenture, any related Guarantee and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class including,
without limitation, so long as this Indenture has not been qualified under the TIA, any Notes beneficially owned by the Issuer’s Affiliates (including, consents obtained in connection with a purchase of, or tender offer or exchange offer for,
Notes) and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for, Notes. Subject to the preceding sentence, Section 2.08 hereof
and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02). 
  

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 Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves
the substance thereof. 
 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to
the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
amended or supplemental indenture or waiver. 
 Except as provided in Section 9.02(b), without the consent of each affected Holder of
Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and
Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption
of such Notes); 
 (3) reduce the rate of or change the time for payment of interest or Additional Interest, if any, on any
Note; 
 (4) waive a Default in the payment of principal of or premium, if any, or (without duplication) interest on the
Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or
provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; 
 (5) make any Note payable in a currency other than U.S. dollars; 
 (6) make any change in the provisions of this
Indenture relating to the rights of Holders to receive payments of principal of or premium, if any, or (without duplication) interest on the Notes including in connection with a defeasance or discharge; 
 (7) make any change in these amendment and waiver provisions; 
  

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 (8) impair the right of any Holder to receive payment of principal of, or interest on
such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 
 (9) make any change in the subordination provisions hereof or otherwise modify the ranking of the Notes that would adversely affect the
Holders; or 
 (10) except as expressly permitted by this Indenture, modify the Guarantee of any Guarantor in any manner
adverse to the Holders of the Notes. 
 (b) Prior to registration of the Notes and the qualification of this Indenture under the TIA, Holders
of not less than 75% in aggregate principal amount of the then outstanding Notes may, at any time and from time to time, consent on behalf of all Holders to waive, defer or postpone any interest payment or elect to receive such interest payment in
the form of PIK Interest. During any such deferral or postponement period, the deferred or postponed interest (and all interest thereon) shall bear interest at 14% per annum (or such lesser rate approved by the Holders approving such deferral
or postponement). Such deferred or postponed interest and all interest thereon shall be due in cash at the end of the deferral or postponement period. 
 If the Notes are registered and this Indenture is qualified under the TIA, at any time thereafter Holders of not less than 75% in aggregate principal amount of the then outstanding Notes may at any time and from time
to time, consent on behalf of all Holders to the postponement of any interest payment for a period not exceeding three years from its due date. During any such postponement period, the postponed interest (and all interest thereon) shall bear
interest at 14% per annum (or such lesser rate approved by the Holders approving such deferral or postponement). Such postponed interest and all interest thereon shall be due in cash at the end of the postponement period. 
 Section 9.03 Compliance with Trust Indenture Act. 
 After the qualification of this Indenture under the Trust Indenture Act, every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as
then in effect. 
 Section 9.04 Revocation and Effect of Consents. 
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives
written notice of revocation before the date the waiver, supplement or amendment becomes effective. Subject to Section 9.02, an amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

 The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any
amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to
such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date
unless the consent of the requisite number of Holders has been obtained. 
  

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 Section 9.05 Notation on or Exchange of Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for
all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 
 Section 9.06 Trustee To Sign Amendments, etc. 
 The Trustee shall sign any amendment, supplement or
waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the Board of
Directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by
Section 14.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the
legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).
Notwithstanding the foregoing, no Opinion of Counsel shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture. 
 Section 9.07 Payment for Consent. 
 (a) Neither the Issuer nor any Restricted Subsidiary of the
Issuer shall, directly or indirectly, pay or cause to be paid, and (b) the Issuer shall use commercially reasonable efforts to prevent any Affiliate of the Issuer from, directly or indirectly, paying or causing to be paid, any consideration,
whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid
to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
 ARTICLE 10 
 SUBORDINATION 
 Section 10.01 Agreement To Subordinate. 
 The Issuer agrees, and each Holder by accepting a Note
agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all Senior Indebtedness of the Issuer and that the subordination
is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Notes shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuer (including any Existing Notes that remain
outstanding after the Issue Date) and shall rank senior to all existing and future Subordinated Indebtedness of the Issuer and only Indebtedness of the Issuer that is Senior Indebtedness of the Issuer shall rank senior to the Notes in accordance
with the provisions set forth herein. For purposes of this Article 10, the Indebtedness evidenced by the Notes shall be deemed to include Additional Interest, if any. All provisions of this Article 10 shall be subject to Section 10.12.

  

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 Section 10.02 Liquidation, Dissolution, Bankruptcy. 
 Upon any payment or distribution of the assets of the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of the
Issuer or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its property: 
 (a) the holders of Senior Indebtedness of the Issuer shall be entitled to receive payment in full of such Senior Indebtedness before Holders shall be entitled to receive any payment of principal of or interest on the Notes; and 

(b) until such Senior Indebtedness of the Issuer is paid in full, any payment or distribution to which Holders would be entitled but
for this Article 10 shall be made to holders of such Senior Indebtedness as their interests may appear 
 (except that Holders may receive and retain
(x) Permitted Junior Securities and (y) payments made from the trust described in Sections 8.04 and 13.01 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes
without violating this Article 10); if a distribution is made to Holders that due to this Article 10 should not have been made to them, such Holders will be required to hold it in trust for the holders of Senior Indebtedness of the Issuer and pay it
over to them as their interests may appear. 
 Section 10.03 Default on Designated Senior Indebtedness. 
 The Issuer shall not pay principal of, premium (if any) or interest on the Notes or make any deposit pursuant to Article 8 hereof and may not otherwise
repurchase, redeem or otherwise retire any Notes (except that Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described in Section 8.04 hereof) (collectively, “pay the
Notes”) if (a) any Designated Senior Indebtedness of the Issuer is not paid when due or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in
accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded, or (ii) such Designated Senior Indebtedness has been paid in full, or (iii) if the Issuer and the
Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing.

 During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with
respect to any Designated Senior Indebtedness of the Issuer pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Issuer is not permitted to pay the Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuer) of written notice (a “Blockage
Notice”) of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated
(a) by written notice to the Trustee and the Issuer from the Person or Persons who gave such Blockage Notice, (b) by repayment in full of such Designated Senior Indebtedness or (c) because the default giving rise to such Blockage
Notice is cured, waived or otherwise no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03), unless the holders
of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Issuer is permitted to resume payments on the Notes after the end of such Payment Blockage
Period, including any missed payments. 
  

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 Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of the Issuer other than the
Bank Indebtedness, the Representative of the Bank Indebtedness may give another Blockage Notice within such period. In no event, however, shall the total number of days during which any Payment Blockage Period or Periods is in effect exceed
179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to
the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not
within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. 
 Section 10.04 Acceleration of Payment of Notes. 
 If payment of the Notes is accelerated because of an Event of Default, the
Issuer shall promptly notify the holders of the Designated Senior Indebtedness of the Issuer (or their Representative) of the acceleration. If any Designated Senior Indebtedness of the Issuer is outstanding, the Issuer may not pay the Notes until
five Business Days after such holders or the Representative of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if this Article 10 otherwise permits payment at that time. 
 Section 10.05 When Distribution Must Be Paid Over. 
 If a distribution is made to Holders that, due to this Article 10 should not have been made to them, such Holders are required to hold it in trust for holders of Senior Indebtedness of the Issuer and pay it over to them as their interests
may appear. 
 Section 10.06 Subrogation. 
 After all Senior Indebtedness of the Issuer is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to Senior Indebtedness of
the Issuer. A distribution made under this Article 10 to holders of such Senior Indebtedness of the Issuer which otherwise would have been made to Holders is not, as between the Issuer and Holders, a payment by the Issuer on such Senior
Indebtedness. 
 Section 10.07 Relative Rights. 
 This Article 10 defines the relative rights of Holders and holders of Senior Indebtedness of the Issuer. Nothing in this Indenture shall: 
 (1) impair, as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on and liquidated damages in respect of, the Notes in accordance with
their terms; or 
 (2) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the
rights of holders of Senior Indebtedness of the Issuer to receive distributions otherwise payable to Holders. 
  

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 Section 10.08 Subordination May Not Be Impaired by Issuer. 
 No right of any holder of Senior Indebtedness of the Issuer to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Issuer or by its failure to comply with this Indenture. 
 Section 10.09 Rights of Trustee and Paying Agent.

 Notwithstanding Section 10.03 hereof, the Trustee or Paying Agent may continue to make payments on the Notes and shall not be charged
with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to it that
payments may not be made under this Article 10. The Issuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuer shall be entitled to give the notice; provided, however, that, if an issue
of Senior Indebtedness of the Issuer has a Representative, only the Representative shall be entitled to give the notice. 
 The Trustee in
its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuer with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The
Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Issuer which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in
Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

 Section 10.10 Distribution or Notice to Representative. 
 Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuer, the distribution may be made and the notice given to their Representative (if any). 
 Section 10.11 Article 10 Not To Prevent Events of Default or Limit Right To Accelerate. 
 The failure to make a payment pursuant to the Notes by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a
Default. Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes. 
 Section
10.12 Trust Moneys Not Subordinated. 
 Notwithstanding anything contained herein to the contrary, payments from money or the proceeds
of Government Securities held in trust under Article 8 by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of
the Issuer or subject to the restrictions set forth in this Article 10, and none of the Holders shall be obligated to pay over any such amount to the Issuer or any holder of Senior Indebtedness of the Issuer or any other creditor of the Issuer;
provided that the subordination provisions of this Article 10 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be. 
  

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 Section 10.13 Trustee Entitled To Rely. 
 Upon any payment or distribution pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a
court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the
Trustee or to the Holders or (c) upon the Representatives for the holders of Senior Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior
Indebtedness and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections
7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10. 
 Section 10.14 Trustee To
Effectuate Subordination. 
 Each Holder by accepting a Note agrees to be bound by this Article 10 and authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Issuer as provided in this Article 10 and appoints the Trustee as
attorney-in-fact for any and all such purposes. 
 Section 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness. 
 The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuer and shall not be liable to any such holders
if it shall mistakenly pay over or distribute to Holders or the Issuer or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article 10 or otherwise. 
 Section 10.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions. 
 Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 
  

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 ARTICLE 11 
 GUARANTEES 
 Section 11.01 Guarantee. 
 Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the
Notes shall be promptly paid in full when due, whether, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the
Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that
same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture. 
 Each Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. 
 If any
Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to
the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 Each
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as
between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof,
such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the Guarantees. 
  

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 Each Guarantee shall remain in full force and effect and continue to be effective should any petition be
filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s
assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that
any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
 The Guarantee issued by any Guarantor shall be a general
unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor, if any, as described in Article 12 hereof. 
 Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or
nature. 
 Notwithstanding anything to the contrary, any direct or indirect parent company of the Issuer may guarantee the Notes and become a
Guarantor hereunder. 
 Section 11.02 Limitation on Guarantor Liability. 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result
in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all
guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such
payment determined in accordance with GAAP. 
 Section 11.03 Execution and Delivery. 
 To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such
Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents. 
  

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 Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in
full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 If an Officer whose
signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. 
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 
 If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of
Section 4.15 hereof and this Article 11, to the extent applicable. 
 Section 11.04 Subrogation. 
 Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the
provisions of Section 11.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until
all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full. 
 Section 11.05 Benefits Acknowledged.

 Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this
Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 
 Section 11.06
Release of Guarantees. 
 A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged upon:

 (a) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale,
exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this
Indenture; 
 (b) the release or discharge of the guarantee by such Guarantor of Bank Indebtedness or such other guarantee
that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (c) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or 
 (d) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the
Issuer’s obligations under this Indenture being discharged in accordance with Article 13 hereof. 
  

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 ARTICLE 12 
 SUBORDINATION OF GUARANTEES 
 Section 12.01 Agreement To Subordinate. 
 Each Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of a Guarantor under its Guarantee are subordinated in right of
payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior
Indebtedness of such Guarantor. The obligations under a Guarantee with respect to a Guarantor shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of such Guarantor (including each Guarantor’s Guarantee
of any Existing Notes that remain outstanding after the Issue Date) and shall rank senior to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Senior Indebtedness of such Guarantor
shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. 
 Section 12.02
Liquidation, Dissolution, Bankruptcy. 
 Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or
partial liquidation or a total or partial dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property: 
 (a) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full of such Senior Indebtedness before
Holders shall be entitled to receive any payment pursuant to any Guarantor’s Guarantee of the Notes; and 
 (b) until
such Senior Indebtedness of such Guarantor is paid in full, any payment or distribution to which Holders would be entitled but for this Article 12 shall be made to holders of such Senior Indebtedness as their respective interests may appear

 (except that Holders may receive (x) Permitted Junior Securities and (y) payments made from the trust described in Sections 8.04 and 13.01, so
long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Guarantees without violating this Article 12); if a distribution is made to Holders that due to this Article 12 should not
have been made to them, such Holders shall be required to hold it in trust for the holders of Senior Indebtedness of such Guarantor and pay it over to them as their interests may appear. 
 Section 12.03 Default on Designated Senior Indebtedness of a Guarantor. 
 A Guarantor shall not make
any payment pursuant to any Guarantor’s Guarantee or repurchase, redeem or otherwise retire any Notes (except that Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described in
Section 8.04 hereof) (collectively, “pay its Guarantee”) (a) if any Designated Senior Indebtedness of such Guarantor is not paid when due or (b) any other default on Designated Senior Indebtedness of such Guarantor
occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such
Designated Senior Indebtedness has been paid in full, or (iii) if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of the Designated Senior Indebtedness with respect to which
either of the events in clause (a) or (b) of this sentence has occurred and is continuing. 
  

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 During the continuance of any default (other than a default described in clause (a) or (b) of
the preceding paragraph) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor
and the Issuer) of written notice (a “Guarantee Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness of such Guarantor specifying an election to effect a Guarantee Payment
Blockage Period and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (a) by written notice to the Trustee (with a copy to such Guarantor and the Issuer) from the Person or Persons who gave such
Guarantee Blockage Notice, (b) by repayment in full of such Designated Senior Indebtedness or (c) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing). Notwithstanding the
provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders
shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor is permitted to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. 
 Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of
defaults with respect to Designated Senior Indebtedness of such Guarantor during such period. However, if any Guarantee Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such
Guarantor other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give another Guarantee Blockage Notice within such period. In no event, however, shall the total number of days during which any Guarantee Payment Blockage
Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any
Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the
Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. 
 Section 12.04 Demand for Payment. 
 If payment of the
Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Issuer or such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor
(or the Representative of such holders) of such demand. If any Designated Senior Indebtedness of such Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after such holders or the Representative of the holders
of the Designated Senior Indebtedness of such Guarantor receive notice of such demand and, thereafter, may pay its Guarantee only if this Article 12 otherwise permits payment at that time. 
 Section 12.05 When Distribution Must Be Paid Over. 
 If a distribution is made to Holders that, due to this Article 12 should not have been made to them, such Holders shall be required to hold it in trust for holders of Senior Indebtedness of the Issuer and pay it over to them as their
interests may appear. 
  

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 Section 12.06 Subrogation. 
 After all Senior Indebtedness of a Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of Senior Indebtedness of such Guarantor to receive distributions
applicable to Senior Indebtedness of such Guarantor. A distribution made under this Article 12 to holders of Senior Indebtedness of such Guarantor which otherwise would have been made to Holders is not, as between such Guarantor and Holders, a
payment by such Guarantor on Senior Indebtedness of such Guarantor. 
 Section 12.07 Relative Rights. 
 This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor. Nothing in this Indenture shall: 
 (1) impair, as between a Guarantor and Holders, the obligation of a Guarantor which is absolute and unconditional, to make payments with
respect to such Guarantor’s Guarantee to the extent set forth in Article 11; or 
 (2) prevent the Trustee or any Holder
from exercising its available remedies upon a default by a Guarantor under its obligations with respect to such Guarantor’s Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive distributions otherwise
payable to Holders. 
 Section 12.08 Subordination May Not Be Impaired by a Guarantor. 
 No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor hereunder shall be impaired
by any act or failure to act by such Guarantor or by its failure to comply with this Indenture. 
 Section 12.09 Rights of Trustee and Paying Agent.

 Notwithstanding Section 12.03 hereof, the Trustee or the Paying Agent may continue to make payments on the Notes and the Guarantees
and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice
satisfactory to it that payments may not be made under this Article 12. A Guarantor, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of a Guarantor shall be entitled to give the notice;
provided, however, that if an issue of Senior Indebtedness of a Guarantor has a Representative, only the Representative shall be entitled to give the notice. 
 The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of a Guarantor with the same rights it would have if it
were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of a
Guarantor which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness of such Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture. 
  

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 Section 12.10 Distribution or Notice to Representative. 
 Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Guarantor, the distribution may be made and the notice
given to their Representative (if any). 
 Section 12.11 Article 12 Not To Prevent Events of Default or Limit Right To Accelerate. 
 The failure of a Guarantor to make a payment pursuant to its Guarantee by reason of any provision in this Article 12 shall not be construed as preventing
the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article 11 hereof. 
 Section 12.12 Trustee Entitled To Rely. 
 Upon any
payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in
Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives for the holders of
Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness of a Guarantor and other Indebtedness of a Guarantor, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this
Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02
hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12. 
 Section 12.13 Trustee To Effectuate
Subordination. 
 Each Holder by its acceptance of a Note agrees to be bound by this Article 12 and authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of each of the Guarantors as provided in this Article 12 and appoints
the Trustee as attorney-in-fact for any and all such purposes. 
 Section 12.14 Trustee Not Fiduciary for Holders of Senior Indebtedness of a
Guarantor. 
 The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of a Guarantor and shall not
be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the relevant Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue of this
Article 12 or otherwise. 
  

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 Section 12.15 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions. 

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness of a Guarantor shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 
 Section 12.16 Defeasance. 
 The terms of this Article
12 shall not apply to payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to the provisions described in Sections 8.03 and 13.01;
provided that the subordination provisions of this Article 12 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be. 
 ARTICLE 13 
 SATISFACTION AND DISCHARGE

 Section 13.01 Satisfaction and Discharge. 
 This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: 
 (1) all
Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

 (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the
making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor shall irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S.
dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee
for cancellation for principal amount, premium, if any, and (without duplication) accrued interest to the date of maturity or redemption, as the case may be; 
 (B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit
relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit
and such deposit shall not result in a breach or violation of, or constitute a default under Bank Indebtedness or the Senior Note Indenture or any other material agreement or instrument (other than this Indenture) to which the Issuer or any
Guarantor is a party or by which the Issuer 

  

 -110- 








 
or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit
relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); 
 (C) the Issuer has paid
or caused to be paid all sums payable by it under this Indenture; and 
 (D) the Issuer has delivered irrevocable instructions
to the Trustee to apply the deposited money toward the payment of the Notes or the Redemption Date, as the case may be. 
 In addition, the
Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of
clause (2) of this Section 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive. 
 Section 13.02 Application
of Trust Money. 
 Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to
Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) or interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law. 
 If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any
Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Issuer has made any payment of principal of, premium
and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent. 
 ARTICLE 14 
 MISCELLANEOUS 
 Section 14.01 Trust Indenture Act Controls. 
 Except as expressly provided for herein prior to the qualification of this Indenture under the Trust Indenture Act, if any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control. 
  

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 Section 14.02 Notices. 
 Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt
requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address: 
 If to the Issuer and/or any
Guarantor: 
 c/o American Media Operations, Inc. 
 1000 American Media Way 
 Boca Raton, FL 33464-1000 
 Fax No.: (561) 989-1224 
 Attention:
General Counsel 
 If to the Trustee: 
 Wilmington Trust FSB: 
 50 South Sixth Street, Suite 1290 
 Drop code 7100 
 Minneapolis, MN 55402-1544

 Attention: Corporate Client Services 
 Fax No.: 612-217-5651 
 The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different
addresses for subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof. 
 Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the
Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 
 If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Paying Agent at the same time. 
  

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 Section 14.03 Communication by Holders of Notes with Other Holders of Notes. 
 Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the
Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 
 Section 14.04
Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuer or any of the Guarantors to the
Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee: 
 (a) An Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
 (b) An
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants
have been satisfied. 
 Section 14.05 Statements Required in Certificate or Opinion. 
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an
Officers’ Certificate as to matters of fact); and 
 (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with. 
 Section 14.06 Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions. 
  

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 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 
 No director, officer, employee, incorporator or stockholder, member or limited partner of the Issuer or any Guarantor or any of their parent companies
shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting
Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 Section 14.08 Governing
Law. 
 THIS INDENTURE, THE NOTES AND ANY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. 
 Section 14.09 Waiver of Jury Trial. 
 EACH OF THE COVENANT PARTIES, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 14.10 Force Majeure. 
 In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of
or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God,
and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. 
 Section 14.11 No Adverse
Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 14.12 Successors. 
 All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05 hereof. 
 Section 14.13 Severability. 
 In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  

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 Section 14.14 Counterpart Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 Section 14.15 Table of Contents, Headings, etc. 
 The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and
shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 14.16 Qualification of Indenture. 
 The Issuer and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration
Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of
qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer and the Guarantors any such Officers’ Certificates, Opinions of Counsel or other documentation as
it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act. 
 [Signatures on
following page] 
  

 -115- 









			
	AMERICAN MEDIA OPERATIONS, INC.
		
	By:	 	/s/ Dean D. Durbin
		 	Name:       Dean D. Durbin
		 	 Title:         Chief Operating Officer and
                    Chief Financial Officer



  

	
	NATIONAL ENQUIRER, INC.
	GLOBE EDITORIAL, INC.
	GLOBE COMMUNICATIONS CORP.
	STAR EDITORIAL, INC.
	NATIONAL EXAMINER, INC.
	MIRA! EDITORIAL, INC.
	AM AUTO WORLD WEEKLY, INC.
	 AMERICAN MEDIA CONSUMER ENTERTAINMENT, INC.

	 AMERICAN MEDIA CONSUMER MAGAZINE GROUP, INC.

	AMERICAN MEDIA NEWSPAPER GROUP, INC.
	COUNTRY MUSIC MEDIA GROUP, INC.
	AMERICAN MEDIA MINI MAGS, INC.
	 AMERICAN MEDIA DISTRIBUTION & MARKETING GROUP, INC.

	AMERICAN MEDIA PROPERTY GROUP, INC.
	DISTRIBUTION SERVICES, INC.
	NDSI, INC.
	AMI BOOKS, INC.
	AMI FILMS, INC.
	WEIDER PUBLICATIONS, LLC
	SYL COMMUNICATIONS


 . 
  

			
		
	By:	 	/s/ Dean D. Durbin
		 	Name:     Dean D. Durbin
		 	 Title:       Chief Operating Officer and
                 Chief Financial Officer



  

 S-1 









			
	 WILMINGTON TRUST FSB,
     as Trustee

		
	By:	 	/s/ Jane Schweiger
		 	Name:     Jane Schweiger
		 	Title:       Vice President


  

 S-2 








 EXHIBIT A 
 [Face of Note] 
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the OID Legend, if applicable pursuant to the provisions of the Indenture] 
  

 A-1 








 CUSIP [                ]

 ISIN
[                ]1 
 [RULE 144A][REGULATION S] [IAI][GLOBAL] NOTE 
 14% Senior Subordinated Notes due 2013 
  

				
	 No. ___
	  	[$                        	]

 AMERICAN MEDIA OPERATIONS, INC. 
 promises to pay to [CEDE & CO.] or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note or Increase/Decrease in the Principal Amount of the Global Note
attached hereto] [of                                  United States Dollars] on
November 1, 2013. 
 Interest Payment Dates: May 1 and November 1 
 Record Dates: April 15 and October 15 
  

	 1
	 Rule 144A Note CUSIP: 02744RAT4 



	 	Rule 144A Note ISIN: US02744RAT41 


	 	Regulation S Note CUSIP: U02716AG0 


	 	Regulation S Note ISIN: US02716AG06 


	 	IAI Note CUSIP: 02744RAU1 


	 	IAI Note ISIN: US02744RAU14 


	 	Exchange Note CUSIP: 02744RAW7 


	 	Exchange Note ISIN: US02744RAW79 

  

 A-2 








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

			
	AMERICAN MEDIA OPERATIONS, INC.
		
	By:	 	 
		 	Name:
		 	Title:


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

			
	 WILMINGTON TRUST FSB,
as Trustee

		
	By:	 	 
		 	Authorized Signatory


  

 A-3 








 [Back of Note] 
 14% Senior Subordinated Notes due 2013 
 Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated. 
 1. INTEREST. American Media Operations, Inc., a Delaware corporation
(the “Issuer”), promises to pay interest on the principal amount of this Note at a rate of 14% per annum. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the issue date of the Notes. The Issuer shall pay interest and Additional Interest, if any, semiannually in arrears on May 1 and November 1 of each year, or if any such day is not a Business Day, on the next succeeding Business
Day. Interest shall be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant Record Date, by
increasing the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1.00) and (y) with respect to Notes represented by Definitive Notes,
by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole dollar), and the Trustee will, at the request of the Issuer, authenticate and
deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant Record Date, as shown by the Note Register. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment,
the Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and
after such date. All Notes issued pursuant to a PIK Payment will mature on November 1, 2013 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the
Initial Notes. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. 
 The Issuer
will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months. 
 For any interest payment period, the Issuer shall, at its
option, pay interest on the Notes: 
 (a) 10.00% per annum in cash (“Cash Interest”); 
 (b) 2.0% per annum payable, at the Issuer’s option, either (x) in cash or (y) with respect to Global Notes, by
increasing the principal amount of the outstanding Global Note or with respect to Definitive Notes, by issuing PIK Notes; and 
 (c) 2.0% per annum payable (x) in cash when the Issuer’s Excess Cash Flow (as defined in the Credit Agreement as in effect on the Issue Date) for the most recently completed fiscal year ended prior to an Interest Payment Date
is greater than $27.5 million and (y) at the Issuer’s option, when the Issuer’s Excess Cash Flow for the most recently completed fiscal year ended prior to an interest payment date is less than or equal to $27.5 million, either
(i) in cash or (ii) with respect to Global Notes, by increasing the principal amount of the outstanding Global Note or, with respect to Definitive Notes, by issuing PIK Notes. 
  

 A-4 








 The payment of non-cash interest pursuant to clauses (b) and (c) above is referred to as
“PIK Interest.” 
 2. METHOD OF PAYMENT. 
 The Issuer must elect the form of interest payment with respect to each interest period by delivering a written notice to the Trustee and the Holders prior to the beginning of each Interest Period. In the absence of
such an election for any interest period, interest on the Notes shall be payable according to the election for the previous interest period. Notwithstanding the foregoing, interest for the first interest period commencing on the Issue Date shall be
payable as follows: 10% per annum payable in cash and 4% per annum payable in the form of Senior Subordinated PIK Interest. Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption of the
Notes under Sections 3.07, 3.09, 4.10 and 4.14 shall be made solely in cash. 
 The
Issuer shall pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the April 15 and October 15 (whether or not a Business Day), as the case may be, next
preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Cash payment of
interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the Register of the Holders, provided that [all cash payments of principal, premium, if any, and interest on this Notes will
be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof]2 [all cash payments of
principal, premium, if any, and interest on, this Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion)]3. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 3. PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust FSB, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuer may
change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity. 
 4.
INDENTURE. The Issuer issued the Notes under an Indenture, dated as of January 30, 2009 (the “Indenture”), among American Media Operations, Inc., the Guarantors named therein and the Trustee. This Note is one of a duly
authorized issue of notes of the Issuer designated as its 14% Senior Subordinated Notes due 2013. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. 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, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture
and 
  
  

	 2
	 Applicable if this Note is represented by a Global Note registered in the name of or held by DTC or its nominee on the
relevant record date. 


  

	 3
	 Applicable if this Note is represented by a Definitive Note. 


  

 A-5 








 such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling. 
 5. OPTIONAL REDEMPTION. 
 (a) After the Issue Date, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice at the
redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable Redemption Date, subject to the right of
Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the periods indicated below: 
  

				
	 Year
	  	Percentage	 
	 Issue Date to October 31, 2009
	  	103.000	%
	 November 1, 2009 to October 31, 2010
	  	102.000	%
	 November 1, 2010 to October 31, 2011
	  	101.000	%
	 November 1, 2011 and thereafter
	  	100.000	%

 (b) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture. 
 6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes. 
 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of
redemption shall be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection
with Article 8 or Article 13 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes shall be redeemed in minimum denominations of $1.00; no Notes of $1.00 or less may be redeemed in part unless all of the
Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption. 
 8. OFFERS TO REPURCHASE. 
 (a) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a
“Change of Control Offer”) to each Holder to repurchase all or any part (equal to at least $1.00 in principal amount) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

 (b) Upon the occurrence of Asset Sales, the Issuer may be obligated pursuant to Section 4.10 to make offers to purchase Notes and
redeem Senior Subordinated Indebtedness of the Issuer with a portion of the Net Proceeds of such Asset Sales at a redemption price of 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the date of
purchase. 
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are issued initially in registered form without coupons in minimum denominations
of $1.00 and, if a PIK Payment is made, in denominations of $1.00 and any integral multiple of $1.00 in excess of $1.00. The transfer of Notes 

  

 A-6 








 
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 

10. SUBORDINATION. The Notes and the Guarantees are subordinated to Senior Indebtedness of the Issuer and the Guarantors on the terms and subject to
the conditions set forth in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes and Guarantees may be paid. The Issuer agrees, and each Holder by accepting a Note agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose. 
 11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
 12. AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture. 
 13.
DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately ; provided, however, that so long as any Indebtedness permitted to be
incurred under the Indenture as part of any Bank Indebtedness shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Bank Indebtedness; or (2) five Business Days after the giving of
written notice of such acceleration to the Issuer and the administrative agent under Bank Indebtedness. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes
shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal,
premium, if any, Additional Interest, if any, or, without duplication, interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on,
any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of
any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto. 
 14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
  

 A-7 








 15. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition
to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of January 30, 2009, among
American Media Operations, Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the
Registration Rights Agreement). 
 16. GOVERNING LAW. THE INDENTURE, THIS NOTE AND ANY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address: 

American Media Operations, Inc. 
 1000
American Media Way 
 Boca Raton, FL 33464-1000 
 Fax No.: (561) 989-1224 
 Attention: General Counsel 
  

 A-8 








 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
  

	
	 (I) or (we) assign and transfer this Note to: ________________________________________________________________________

	                            (Insert
assignee’s legal name)

  
  
 (Insert assignee’s Soc. Sec. or tax I.D. no.) 
  
  
  
  
  
  
  
  
 (Print or type assignee’s name, address and
zip code) 
 and irrevocably appoint _______________________________________________________________________________________ 
 to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
 Date:                                  

 

			
		
	Your Signature:	 	 
		 	(Sign exactly as your name appears on the face of this Note)


 Signature Guarantee*:
                                         
                        
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-9 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

  ̈    Section 4.10
              ̈     Section 4.14 
 If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 
 $                             
 Date:                                  

 

			
	Your Signature:	 	 
		 	(Sign exactly as your name appears on the face of this Note)


  

			
	Tax Identification No.:	 	 
		 	


 Signature Guarantee*:
                                         
        
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-10 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE OR 
 INCREASE/DECREASE IN THE PRINCIPAL AMOUNT OF THE GLOBAL NOTE* 
 The initial outstanding principal amount of this Global Note is $                . The following exchanges of a part of this
Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note or increase/decrease in the principal amount of this Global Note, have been
made: 
  

									
	 Date of Exchange or
 Increase/Decrease
	  	Amount of
decrease
in Principal
Amount	  	Amount of increase
in Principal
Amount of this
Global Note	  	Principal Amount
of
this Global Note
following such
decrease or
increase	  	Signature of
authorized officer
of Trustee or 
Custodian
		  		  		  		  	

  

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

  

 A-11 








 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 American Media Operations, Inc. 
 1000 American Media Way 
 Boca Raton, FL 33464-1000 
 Fax No.: (561) 989-1224 
 Attention: General Counsel 
 Wilmington Trust FSB 
 50 South Sixth Street, Suite 1290 
 Drop code 7100 
 Minneapolis, MN 55402-1544 
 Attention: Corporate Client Services 
 Fax No.: 612-217-5651 
  

	 	Re:	14% Senior Subordinated Notes due 2013 

 Reference is
hereby made to the Indenture, dated as of January 30] 2009 (the “Indenture”), among American Media Operations, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture. 
                             (the “Transferor”) owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s] or
interests (the “Transfer”), to                             (the
“Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 
 1.  ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. 
 2.  ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and neither such Transferor 

  

 B-1 








 
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have
been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and
(iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 
 3.  ̈ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OR A
RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

 (a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act; 
 or 
 (b)  ̈ such Transfer is being effected to the Issuer or a subsidiary thereof; 
 or 
 (c)  ̈ such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
 or 
 (d)  ̈ such Transfer is being effect to an institutional “accredited investor” (as defined in
Rule 501(a)(1),(2),(3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements, in the form which is attached to the Indenture. 
 4.  ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN
UNRESTRICTED DEFINITIVE NOTE. 
 (a)  ̈ CHECK IF TRANSFER IS PURSUANT TO RULE 144.
(i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture. 
  

 B-2 








 (b)  ̈ CHECK IF TRANSFER IS PURSUANT TO REGULATION S.
(i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture. 
 (c)  ̈ CHECK IF TRANSFER IS PURSUANT TO
OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
  

 B-3 








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

			
	[Insert Name of Transferor]
		
	By:	 	 
		 	Name:
		 	Title:


 Dated:
                                        

  

 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 
  

	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)] 
  

	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP 02744RAT4), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP U02716AGO), or 

  

	 	(iii)	 ̈ IAI Global Note (CUSIP 02744RAU1), or 

  

	(b)	 ̈ a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee shall hold: 

 [CHECK ONE]

  

	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP 02744RAT4), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP U02716AGO), or 

  

	 	(iii)	 ̈ IAI Global Note (CUSIP 02744RAU1), or 

  

	 	(iv)	 ̈ Unrestricted Global Note; or 

  

	(b)	 ̈ a Restricted Definitive Note; or 

  

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

  

 B-5 








 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 American Media Operations, Inc. 
 1000 American Media Way 
 Boca Raton, FL 33464-1000 
 Fax No.: (561) 989-1224 
 Attention: General Counsel 
 Wilmington Trust FSB 
 50 South Sixth Street, Suite 1290 
 Drop code 7100 
 Minneapolis, MN 55402-1544 
 Attention: Corporate Client Services 
 Fax No.: 612-217-5651 
  

	 	Re:	14% Senior Subordinated Notes due 2013 

 Reference is
hereby made to the Indenture, dated as of January 30, 2009 (the “Indenture”), among American Media Operations, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture. 
                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified
herein, in the principal amount of $                     in such Note[s] or interests (the “Exchange”). In connection with
the Exchange, the Owner hereby certifies that: 
 1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE 
 a)  ̈ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 b)  ̈ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with 

  

 C-1 








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

  

 C-2 








 
of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued
shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated
                                        .

  

			
	[Insert Name of Transferor]
		
	By:	 	 
		 	Name:
		 	Title:


 Dated:
                                        

  

 C-3 








 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of
                    , among
                                (the “Guaranteeing Subsidiary”),
a subsidiary of American Media Operations, Inc., a Delaware Corporation (the “Issuer”) and Wilmington Trust FSB, as trustee (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, each of American Media Operations, Inc. and the
Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of January 30, 2009, providing for the initial issuance of $300,000,000
aggregate principal amount of 14% Senior Subordinated Notes due 2013 (the “Notes”); 
 WHEREAS, the Indenture provides that
under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the
Notes as follows: 
 (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them
in the Indenture. 
 (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: 
 (a) The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be
subject to all of the obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and
agreements of a Guarantor under the Indenture. 
 (b) The Guaranteeing Subsidiary agrees, on a joint and several basis with
all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article 11 of the Indenture on a senior subordinated basis. 
 (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the
absence of the endorsement of any notation of such Guarantee on the Notes. 
  

 D-1 








 (4) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK 
 (5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. 
 (6) Effect of Headings. The Section
headings herein are for convenience only and shall not affect the construction hereof. 
 (7) The Trustee. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

  

 D-2 








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

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	 
		 	Name:
		 	Title:
	
	WILMINGTON TRUST FSB, as Trustee
		
	By:	 	 
		 	Name:
		 	Title:
	
	AMERICAN MEDIA OPERATIONS, INC.
		
	By:	 	 
		 	Name:
		 	Title:


  

 D-3 








 EXHIBIT E 
 FORM OF CERTIFICATE FROM 
 ACQUIRING ACCREDITED INVESTOR 
 American Media Operations, Inc. 
 1000 American Media Way 
 Boca Raton, FL 33464-1000 
 Fax No.: (561) 989-1224 
 Attention: General Counsel 
 Wilmington Trust FSB 
 50 South Sixth Street, Suite 1290 
 Drop code 7100 
 Minneapolis, MN 55402-1544 
 Attention: Corporate Client Services 

Fax No.: 612-217-5651 
  

	 	Re:	14% Senior Subordinated Notes due 2013 

 Reference is
hereby made to the Indenture, dated as of January 30, 2009 (the “Indenture”), among American Media Operations, Inc. (the “Company” and the “Company”), the Guarantors, and Wilmington Trust FSB,
as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 In connection with our
proposed purchase of $                        aggregate principal amount of: 
 (i)  ̈ a beneficial interest in a Global Note, or 
 (ii)  ̈ a Definitive Note, 
 we confirm that: 
 1. We understand that any subsequent transfer of the Notes or any interest therein is
subject to certain restrictions and conditions set forth in the Indenture, and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and
conditions and the United States Securities Act of 1933, as amended (the “Securities Act”). 
 2. We understand that the
offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (a) to the Company (b) so long as the Notes are eligible for resale pursuant to Rule 144A under the
Securities Act to a person whom we reasonably believe is a qualified institutional buyer within the meaning of Rule 144A purchasing for its own account or for the account of a qualified institutional buyer, in each case, to whom notice is given that
the offer, resale, pledge or other transfer is being made in reliance on Rule 144A, (c) to non-U.S. persons in offshore transactions in accordance with Rule 904 of Regulation S 

  

 E-1 








 
under the Securities Act, (d) pursuant to Rule 144 under the Securities Act, (e) pursuant to an effective registration statement under the
Securities Act or (f) in any other transaction that does not require registration under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a
transaction meeting the requirements of any of clauses (a) through (f) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 
 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to
the foregoing effect. 
 4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we
are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 
 6. We are acquiring a minimum principal amount of $250,000 of the Notes for investment purposes and not with a view to or for offer or sale in connection
with any distribution in violation of the Securities Act. 
 You and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	
	 
	[Insert Name of Transferor]
		
	By:	 	 
		 	Name:
		 	Title:


 Dated:
                                        

  

 E-2