Exhibit 4.1


 


Execution Version


 


AMC ENTERTAINMENT HOLDINGS, INC.


 


AND


 


U.S. BANK NATIONAL ASSOCIATION


 


AS TRUSTEE AND NOTES COLLATERAL AGENT


 


10.500% SENIOR SECURED NOTES DUE 2025


 


INDENTURE


 


DATED AS OF APRIL 24, 2020


 






    	 		 



    


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
    Definitions and Incorporation by Reference	1
	 	Section 1.01.	 	Definitions	1
	 	Section 1.02.	 	Other Definitions	36
	 	Section 1.03.	 	Incorporation by Reference
    of Trust Indenture Act	37
	 	Section 1.04.	 	Rules of Construction	37
	 	Section 1.05.	 	Limited Condition Transactions	37
	 	Section 1.06.	 	Certain Compliance Determinations	38
	ARTICLE II
    The Notes	39
	 	Section 2.01.	 	Amount of Notes; Issuable
    in Series	39
	 	Section 2.02.	 	Form and Dating	40
	 	Section 2.03.	 	Execution and Authentication	40
	 	Section 2.04.	 	Registrar and Paying
    Agent	40
	 	Section 2.05.	 	Paying Agent To Hold
    Money in Trust	41
	 	Section 2.06.	 	Holder Lists	41
	 	Section 2.07.	 	Replacement Notes	41
	 	Section 2.08.	 	Outstanding Notes	41
	 	Section 2.09.	 	Temporary Notes	42
	 	Section 2.10.	 	Cancellation	42
	 	Section 2.11.	 	Defaulted Interest	42
	 	Section 2.12.	 	CUSIP Numbers or ISINs	43
	 	Section 2.13.	 	Computation of Interest	43
	ARTICLE III
    Redemption	43
	 	Section 3.01.	 	Notices to Trustee	43
	 	Section 3.02.	 	Selection of Notes To
    Be Redeemed	43
	 	Section 3.03.	 	Notice of Redemption	44
	 	Section 3.04.	 	Effect of Notice of Redemption	44
	 	Section 3.05.	 	Deposit of Redemption Price	45
	 	Section 3.06.	 	Notes Redeemed in Part	45
	 	Section 3.07.	 	Mandatory Redemption	45
	 	Section 3.08.	 	Offers to Repurchase
    by Application of Excess Proceeds	45
	ARTICLE IV
    Covenants	47
	 	Section 4.01.	 	Payment of Notes	47
	 	Section 4.02.	 	[Reserved]	47
	 	Section 4.03.	 	Payment of Taxes and
    Other Claims	47
	 	Section 4.04.	 	Maintenance of Properties	47
	 	Section 4.05.	 	Limitation on Indebtedness
    and Certain Equity Securities	47



 






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	 	Section 4.06.	 	Limitation on Restricted Payments and Prepayments of Junior Financing	52
	 	Section 4.07.	 	Limitation on Liens	56
	 	Section 4.08.	 	Limitation on Transactions with Affiliates	56
	 	Section 4.09.	 	Negative Pledge	58
	 	Section 4.10.	 	Future Guarantors	59
	 	Section 4.11.	 	Change of Control	59
	 	Section 4.12.	 	Provision of Financial Information	61
	 	Section 4.13.	 	Statement as to Compliance	62
	 	Section 4.14.	 	Waiver of Certain Covenants	62
	 	Section 4.15.	 	[Reserved]	63
	 	Section 4.16.	 	Asset Sales	63
	 	Section 4.17.	 	After-Acquired Collateral	65
	ARTICLE V
    Successors	66
	 	Section 5.01.	 	Merger, Consolidation, Amalgamation and Sale of All or Substantially All Assets	66
	 	Section 5.02.	 	Successor Substituted	67
	ARTICLE VI
    Defaults and Remedies	67
	 	Section 6.01.	 	Events of Default	67
	 	Section 6.02.	 	Acceleration; Rescission and Annulment	68
	 	Section 6.03.	 	Other Remedies	69
	 	Section 6.04.	 	Waiver of Past Defaults	69
	 	Section 6.05.	 	Control by Majority	70
	 	Section 6.06.	 	Limitation on Suits	70
	 	Section 6.07.	 	Rights of Holders to Receive Payment	70
	 	Section 6.08.	 	Collection Suit by Trustee	70
	 	Section 6.09.	 	Trustee May File Proofs of Claim	70
	 	Section 6.10.	 	Priorities	71
	 	Section 6.11.	 	Undertaking for Costs	71
	 	Section 6.12.	 	Waiver of Stay or Extension Laws	71
	ARTICLE VII
    Trustee	71
	 	Section 7.01.	 	Duties of Trustee	71
	 	Section 7.02.	 	Rights of Trustee	72
	 	Section 7.03.	 	Individual Rights of Trustee	73
	 	Section 7.04.	 	Trustee’s Disclaimer	73
	 	Section 7.05.	 	Notice of Defaults	73
	 	Section 7.06.	 	Reports by Trustee to Holders	73
	 	Section 7.07.	 	Compensation and Indemnity	73
	 	Section 7.08.	 	Replacement of Trustee	74
	 	Section 7.09.	 	Successor Trustee by Merger	75
	 	Section 7.10.	 	Eligibility; Disqualification	75
	 	Section 7.11.	 	Preferential Collection of Claims Against Company	75



 






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	ARTICLE VIII
    Discharge of Indenture; Defeasance	75
	 	Section 8.01.	 	Discharge of Liability on Notes; Defeasance	75
	 	Section 8.02.	 	Conditions to Defeasance	76
	 	Section 8.03.	 	Application of Trust Money	77
	 	Section 8.04.	 	Repayment to Company	77
	 	Section 8.05.	 	Indemnity for Government Obligations	77
	 	Section 8.06.	 	Reinstatement	77
	ARTICLE IX
    Amendments	77
	 	Section 9.01.	 	Without Consent of Holders	77
	 	Section 9.02.	 	With Consent of Holders	79
	 	Section 9.03.	 	[Reserved]	80
	 	Section 9.04.	 	Revocation and Effect of Consents and Waivers	80
	 	Section 9.05.	 	Notation on or Exchange of Notes	81
	 	Section 9.06.	 	Trustee To Sign Amendments	81
	ARTICLE X
    Reserved	81
	ARTICLE XI
    Guarantee	81
	 	Section 11.01.	 	Subsidiary Guarantee	81
	 	Section 11.02.	 	Execution and Delivery	82
	 	Section 11.03.	 	Limitation on Liability; Termination, Release and Discharge	82
	 	Section 11.04.	 	Right of Contribution	83
	 	Section 11.05.	 	No Subrogation	83
	ARTICLE XII
    Collateral	84
	 	Section 12.01.	 	Security Documents	84
	 	Section 12.02.	 	Release of Collateral	85
	 	Section 12.03.	 	Suits to Protect the Collateral	86
	 	Section 12.04.	 	Authorization of Receipt of Funds by the Trustee Under the Security Documents	86
	 	Section 12.05.	 	Purchaser Protected	86
	 	Section 12.06.	 	Power Exercisable by Receiver or Trustee	86
	 	Section 12.07.	 	Certain Limits on Collateral	87
	 	Section 12.08.	 	Notes Collateral Agent	87
	ARTICLE XIII
    Miscellaneous	 93
	 	Section 13.01.	 	[Reserved]	93
	 	Section 13.02.	 	Notices	93
	 	Section 13.03.	 	Communication by Holders with Other Holders	94
	 	Section 13.04.	 	Certificate and Opinion as to Conditions	94
	 	Section 13.05.	 	Statements Required in Certificate or Opinions	94
	 	Section 13.06.	 	When Notes Disregarded	95
	 	Section 13.07.	 	Rules by Trustee, Paying Agent and Registrar	95



 






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	 	Section 13.08.	 	Legal Holidays	95
	 	Section 13.09.	 	Governing Law	95
	 	Section 13.10.	 	No Recourse Against Others	95
	 	Section 13.11.	 	Successors	96
	 	Section 13.12.	 	Separability Clause	96
	 	Section 13.13.	 	Reliance on Financial Data	96
	 	Section 13.14.	 	Multiple Originals	96
	 	Section 13.15.	 	Table of Contents; Headings	96



 


	Exhibit A	Provisions Relating to Initial Notes
	Appendix I to Exhibit A	Form of Initial Notes
	Exhibit B	Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S
	Exhibit C	Form of Supplemental Indenture to Add Guarantors
	Exhibit D	Form of First Lien Intercreditor Agreement
	Exhibit E	Form of First Lien/Second Lien Intercreditor Agreement
	Exhibit F	Form of Security Agreement






 






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INDENTURE dated as of April 24, 2020,
among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors party hereto
from time to time and U.S. Bank National Association, a national banking association, as Trustee (in such capacity, the “Trustee”)
and Collateral Agent (in such capacity, the “Notes Collateral Agent”).


 


For and in consideration of the premises
and the purchase of the Notes by the Holders thereof, each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of (i) the Company’s 10.500% Senior Secured Notes due 2025 issued on the date
hereof (the “Initial Notes”) and the guarantees thereof by certain of the Company’s subsidiaries and (ii) if
and when issued, an unlimited principal amount of additional notes that may be offered from time to time in one or more series
subsequent to the Issue Date as provided for in this Indenture (the “Additional Notes”) and the guarantees thereof
by certain of the Company’s subsidiaries:


 


ARTICLE I


 


Definitions and Incorporation by Reference


 


Section 1.01.     Definitions.


 


“2024 Senior
Unsecured Convertible Note Indenture” means the Indenture dated as of September 14, 2018 pursuant to which the 2024
Senior Unsecured Convertible Notes were issued between the Company, the guarantors party thereto and U.S. Bank National Association,
as the initial trustee, as amended, supplemented or otherwise modified and in effect from time to time.


 


“2024 Senior
Unsecured Convertible Notes” means the Company’s 2.95% Senior Unsecured Convertible Notes due 2024 issued pursuant
to the 2024 Senior Unsecured Note Indenture in the original principal amount of $600,000,000 and any additional notes issued pursuant
to the 2024 Senior Unsecured Note Indenture which have terms (other than interest rate, issuance price, issuance date, series and
title) which are the same as the 2024 Senior Unsecured Convertible Note Indenture.


 


“2024/2026
Subordinated Note Indenture” means the Indenture dated as of November 8, 2016 pursuant to which the 2024 Subordinated
Sterling Notes and the 2026 Subordinated Dollar Notes were issued between the Company, the guarantors party thereto and, U.S. Bank
National Association, as the initial trustee, as amended, supplemented or otherwise modified and in effect from time to time in
accordance with Section 4.06(d).


 


“2024 Subordinated
Sterling Notes” means the Company’s 6.375% Senior Subordinated Notes due 2024 issued pursuant to the 2024/2026
Subordinated Note Indenture in the original principal amount of £250,000,000 and any additional notes denominated in pounds
sterling issued pursuant to the 2024/2026 Subordinated Note Indenture which have terms (other than interest rate, issuance price,
issuance date, series and title) which are the same as the 2024/2026 Subordinated Note Indenture.


 


“2025 Subordinated
Notes” means the Company’s 5.75% Senior Subordinated Notes due 2025 issued pursuant to the 2025 Subordinated Note
Indenture in the original principal amount of $600,000,000 and any additional notes issued pursuant to the 2025 Subordinated Note
Indenture which have terms (other than interest rate, issuance price, issuance date, series and title) which are the same as the
2025 Subordinated Note Indenture.


 


“2025 Subordinated
Note Indenture” means the Indenture dated as of June 5, 2015 pursuant to which the 2025 Subordinated Notes were
issued between the Company, the guarantors party thereto and U.S. Bank National Association, as the initial trustee, as amended,
supplemented or otherwise modified and in effect from time to time in accordance with Section 4.06(d).


 


“2026 Subordinated
Dollar Notes” means the Company’ 5.875% Senior Subordinated Notes due 2026 issued pursuant to the 2024/2026 Subordinated
Note Indenture in the original principal amount of $595,000,000 and any additional notes denominated in U.S. Dollars issued pursuant
to the 2024/2026 Subordinated Note Indenture which have terms (other than interest rate, issuance price, issuance date, series
and title) which are the same as the 2024/2026 Subordinated Note Indenture.


 


“2027 Subordinated
Note Indenture” means the Indenture dated as of March 17, 2017 pursuant to which the 2027 Subordinated Notes were
issued between the Company, the guarantors party thereto and U.S. Bank National Association, as the trustee, as amended, supplemented
or otherwise modified and in effect from time to time in accordance with Section 4.06(d).


 






    	 		 



    


    

 


“2027 Subordinated Notes”
means the Company’s 6.125% Senior Subordinated Notes due 2027 issued pursuant to the 2027 Subordinated Note Indenture in
the original principal amount of $475,000,000 and any additional notes issued pursuant to the 2027 Subordinated Note Indenture
which have terms (other than interest rate, issuance price, issuance date, series and title) which are the same as the 2027 Subordinated
Note Indenture.


 


“Acquired EBITDA” means,
with respect to any Pro Forma Entity for any period, as the amount for such period of Consolidated EBITDA of such Pro Forma Entity
(determined as if references to the Company and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA”
were references to such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries), all as determined on
a consolidated basis for such Pro Forma Entity.


 


“Acquired Entity or Business”
has the meaning given to such term in the definition of “Consolidated EBITDA.”


 


“Additional First Lien Obligations”
means the Obligations with respect to any Indebtedness having First Lien Priority (but without regard to the control of remedies)
relative to the Notes with respect to the Collateral other than the Credit Agreement Obligations; provided that an authorized representative
of the holders of such Indebtedness shall have executed a joinder to the First Lien Intercreditor Agreement (or entered into such
other intercreditor agreement having substantially similar terms as the First Lien Intercreditor Agreement, taken as a whole).


 


“Additional First Lien Secured
Parties” has the meaning given to such term in the First Lien Intercreditor Agreement.


 


“Adjusted Treasury Rate”
means, as of any redemption date, the weekly average for each Business Day during the most recent week that has ended at least
two Business Days prior to such redemption date (or in the case of satisfaction and discharge, two Business Days prior to the deposit
with the Trustee or Paying Agent) of the yield to maturity at the time of computation of United States Treasury securities with
a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 (or, if such statistical release
is not so published or the applicable information is not applicable thereon, any publicly available source of similar market data
as selected by the Company in good faith)) most nearly equal to the period from the Redemption Date to April 15, 2022 (if
no maturity is within three months before or after April 15, 2022, yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from
such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is
not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the
redemption date, plus, in the case of each of clause (i) and (ii), 0.50%.


 


“Affiliate” means, with
respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is under common Control
with the Person specified.


 


“Applicable Premium”
means, at any redemption date, the excess of (i) the present value at such redemption date of (a) the redemption price
of the Notes on April 15, 2022 (as set forth in paragraph 6 of the Notes) plus (b) all required remaining scheduled interest
payments due on the Notes through April 15, 2022 (excluding accrued and unpaid interest), computed using a discount rate equal
to the Adjusted Treasury Rate, over (ii) the principal amount of the Notes on such redemption date.


 








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“Asset Sale” means:


 


(i) the sale, transfer, lease, license
or other disposition of any asset of the Company or any of its Restricted Subsidiaries, including of any Equity Interest owned
by it; or


 


(ii) the issuance by any Restricted
Subsidiary of any additional Equity Interest in such Restricted Subsidiary (including, in each case, pursuant to a Delaware LLC
Division) (other than issuing directors’ qualifying shares, nominal shares issued to foreign nationals to the extent required
by applicable Requirements of Law and other than issuing Equity Interests to the Company or a Restricted Subsidiary in compliance
with clause (c) of the definition of “Permitted Investments”) (each of (i) and (ii), a “Disposition”);


 


in each case, except:


 


(a)           Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions
of property no longer used or useful, or economically practicable to maintain, in the conduct of the business of the Company and
the Restricted Subsidiaries (including allowing any registration or application for registration of any Intellectual Property that
is no longer used or useful, or economically practicable to maintain, to lapse or go abandoned or be invalidated);


 


(b)           Dispositions
of inventory and other assets in the ordinary course of business;


 


(c)           Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement
property, (ii) an amount equal to the Net Proceeds of such Disposition are promptly applied to the purchase price of such
replacement property or (iii) such Disposition is allowable under Section 1031 of the Code, or any comparable or
successor provision, for like property (excluding any boot thereon) for use in a Similar Business;


 


(d)           Dispositions
of property to the Company or a Restricted Subsidiary (including as a result of a Delaware LLC Division);


 


(e)           (A) the
Disposition of all or substantially all of the assets of the Company or any Restricted Subsidiary in a manner permitted pursuant
to Section 5.01 or any Disposition that constitutes a Change of Control pursuant to this Indenture, (B) Permitted Investments,
(C) Restricted Payments permitted by Section 4.06 or (D) Liens permitted by Section 4.07, in each case, other
than by reference to this clause (e);


 


(f)            any
issuance, sale, pledge or other Disposition of Equity Interests in, or Indebtedness, or other securities of, an Unrestricted Subsidiary;


 


(g)           Dispositions
of Cash Equivalents;


 


(h)           Dispositions
of (A) accounts receivable in connection with the collection or compromise thereof (including sales to factors or other third
parties) and (B) receivables and related assets pursuant to any Permitted Receivables Financing;


 


(i)            leases,
subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary
course of business and that do not materially interfere with the business of the Company and the Restricted Subsidiaries, taken
as a whole;


 


(j)            transfers
of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event;


 


(k)           [reserved];


 






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(l)            Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint
venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(m)          Dispositions
of any assets (including Equity Interests) (A) acquired in connection with any acquisition or other Investment permitted hereunder,
which assets are not used or useful to the core or principal business of the Company and the Restricted Subsidiaries and (B) made
to obtain the approval of any applicable antitrust authority or otherwise required by a Governmental Authority in connection with
an acquisition permitted hereunder;


 


(n)           transfers
of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental
Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property
arising from foreclosure or similar action or that have been subject to a casualty to the respective insurer of such real property
as part of an insurance settlement;


 


(o)           Dispositions
of property for Fair Market Value having an aggregate purchase price not to exceed the greater of (A) $200,000,000 and (B) 20%
of Consolidated EBITDA for the most recently ended Test Period at the time of such Disposition;


 


(p)           the
sale or discount (with or without recourse) (including by way of assignment or participation) of other receivables (including,
without limitation, trade and lease receivables) and related assets in connection with a Permitted Receivables Financing;


 


(q)           the
unwinding of any Swap Obligations or Cash Management Obligations; and


 


(r)            Dispositions
of any assets for not less than the Fair Market Value of (A) sales of Big Rapids 4 Theatre, Mesquite 10 Theatre, New Ulm 3
Theatre, Newnan 10 Theatre, Plaza 8 Theatre, Panama City 10 Theatre, Pines 1 Theatre, Narrows 8 Theatre, Vernon Hills 8 Theatre,
Springfield 1 Theatre, Seth Childs 12 Theatre, vacant land adjacent to 19919 Lyndon B Johnson Fwy, Mesquite TX 75149 and (B) sale
of interests in National CineMedia, LLC common units and National CineMedia, Inc. common shares.


 


“Available Cash” means,
as of any date of determination, the aggregate amount of cash and Cash Equivalents of the Company or any Restricted Subsidiary
to the extent the use thereof for the application to payment of Indebtedness is not prohibited by law or any contract binding on
the Company or any Restricted Subsidiary.


 


“Available RP Capacity Amount”
means, without duplication, the amount of Restricted Payments that may be made at the time of determination pursuant to Section 4.06(a)(B),
clauses (vi), (viii), and (xii) of Section 4.06(b) minus the sum of the amount of the Available RP Capacity Amount
utilized by Company or any Restricted Subsidiary to (a) make Restricted Payments in reliance on Section 4.06(a)(B), clauses
(vi), (viii) and (xii) of Section 4.06(b), (b) make investments pursuant to clause (n) of the definition
of “Permitted Investments” and (c) make payments with respect to any Junior Financing pursuant to Section 4.06(c)(iv).


 


“Bankruptcy Code” means
Title 11 of the United States Code, as amended.


 


“Bankruptcy Laws” means
the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors, or any arrangement, reorganization,
insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets or liabilities of the Company
or any of its Subsidiaries, or similar law affecting creditors’ rights generally.


 


“Board of Directors”
means the Board of Directors of the Company or any committee of such Board of Directors duly authorized to act under this Indenture.


 


“Business Day” means
any day other than a Saturday or Sunday or other day on which banks in New York, New York, Leawood, Kansas, or the city in which
the Trustee’s office is located are authorized or required to be closed, or, if no Note is outstanding, the city in which
the Corporate Trust Office of the Trustee is located.


 






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“Capital Lease Obligations”
means an obligation that is a Capitalized Lease; and the amount of Indebtedness represented thereby at any time shall be the amount
of the liability in respect thereof that would at that time be required to be capitalized on a balance sheet in accordance with
GAAP as in effect on December 31, 2018, subject to the proviso in the definition of GAAP; for the avoidance of doubt, any
obligation relating to a lease that would have been accounted for by such Person as an operating lease as of December 31,
2018 shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.


 


“Capitalized Leases”
means all leases that have been or should be, in accordance with GAAP, as in effect on December 31, 2018, recorded as capitalized
leases.


 


“Capitalized Software Expenditures”
means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Company and the
Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software
enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance
sheet of the Company and the Restricted Subsidiaries.


 


“Capital Stock” of any
Person means any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital
stock, including preferred stock, any rights (other than debt securities convertible into capital stock), warrants or options to
acquire such capital stock, whether now outstanding or issued after the date of this Indenture.


 


“Cash Equivalents” means:


 


(a)           dollars,
euro, pounds, Australian dollars, Swiss Francs, Canadian dollars, Yuan, Pesos or such other currencies held by the Company or any
Restricted Subsidiary from time to time in the ordinary course of business;


 


(b)           readily
marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of
(i) the United States, (ii) the United Kingdom or (iii) any member nation of the European Union rated A-2 (or the
equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, having average maturities
of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States,
the United Kingdom or such member nation of the European Union is pledged in support thereof;


 


(c)           time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a lender
under the Senior Credit Facilities or (ii) has combined capital and surplus of at least (x) $250,000,000 in the case
of U.S. banks and (y) $100,000,000 (or the dollar equivalent as of the date of determination) in the case of non-U.S. banks
(any such bank meeting the requirements of clause (i) or (ii) above being an “Approved Bank”), in
each case with average maturities of not more than 24 months from the date of acquisition thereof;


 


(d)           commercial
paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate
note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent
thereof) or better by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition
thereof;


 


(e)           repurchase
agreements and reverse repurchase agreements entered into by any Person with an Approved Bank, a bank or trust company (including
any of the lenders under the Senior Credit Facilities) or recognized securities dealer, in each case, having capital and surplus
in excess of (i) $250,000,000 in the case of U.S. banks and (ii) $100,000,000 (or the dollar equivalent as of the date
of determination) in the case of non-U.S. banks, in each case, for direct obligations issued by or fully guaranteed or insured
by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European
Union rated A-2 (or the equivalent thereof) or better by S&P and P-2 (or the equivalent thereof) or better by Moody’s,
in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date
of purchase thereof, a Fair Market Value of at least 100% of the amount of the repurchase obligations;


 






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(f)           marketable
short-term money market and similar highly liquid funds either (i) having assets in excess of (x) $250,000,000 in the
case of U.S. banks or other U.S. financial institutions and (y) $100,000,000 (or the dollar equivalent as of the date of determination)
in the case of non-U.S. banks or other non-U.S. financial institutions or (ii) having a rating of at least A-2 or P-2 from
either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent
rating from another nationally recognized rating service);


 


(g)           securities
with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth
or territory of the United States, or by any political subdivision or taxing authority of any such state, commonwealth or territory
having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);


 


(h)           investments
with average maturities of 24 months or less from the date of acquisition in mutual funds rated A (or the equivalent thereof) or
better by S&P or A2 (or the equivalent thereof) or better by Moody’s;


 


(i)            instruments
equivalent to those referred to in clauses (a) through (h) above denominated in euro or any other foreign currency comparable
in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any
jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary
organized in such jurisdiction;


 


(j)            investments,
classified in accordance with GAAP as current assets, in money market investment programs that are registered under the Investment
Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000, and, in either
case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity
described in clauses (a) through (i) of this definition;


 


(k)           auction
rate securities issued by any domestic corporation or any domestic government instrumentality, in each case rated at least “A-1”
(or its equivalent) by S&P or at least “P-1” (or its equivalent) by Moody’s and maturing within six months
of the date of acquisition (or with interest rates or dividend yields that are re-set at least every 35 days);


 


(l)           qualified
purchaser funds regulated by the exemption provided by Section 3(c)(7) of the Investment Company Act of 1940, as amended,
which funds possess a “AAA” rating from at least two nationally recognized agencies and provide daily liquidity;


 


(m)          with
respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary
maintains its chief executive office and principal place of business, provided such country is a member of the Organization for
Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates
of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws
of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business, provided
such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating
from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the
equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not
more than 24 months from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained
with an Approved Foreign Bank; and


 


(n)           investment
funds investing at least 90% of their assets in securities of the types described in clauses (a) through (m) above.


 


“Cash Management Obligations”
means obligations of the Company or any Restricted Subsidiary in respect of (a) any overdraft and related liabilities arising
from treasury, depository, cash pooling arrangements and cash management or treasury services or any automated clearing house transfers
of funds, (b) other obligations in respect of netting services, employee credit or purchase card programs and similar arrangements
and (c) other services related, ancillary or complementary to the foregoing.


 






    	 	6	 



    


    

 


“Casualty Event” means
any event that gives rise to the receipt by the Company or any Restricted Subsidiary of any insurance proceeds or condemnation
awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such
equipment, fixed assets or real property.


 


“CFC” means a “controlled
foreign corporation” within the meaning of Section 957 of the Code.


 


“Change of Control” means
the occurrence of, after the date of this Indenture, any of the following events:


 


(a)           any
 “person” or “group” as such terms are used in Sections 13(d) and 14(d) of the Exchange Act other
than one or more Permitted Holders is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that
any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time),
directly or indirectly, 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 Company;


 


(b)           the
adoption of a plan relating to the liquidation or dissolution of the Company; or


 


(c)           the
sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets
of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders.


 


Notwithstanding anything to the contrary
in this definition or any provision of Rule 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially
own Voting Stock (x) to be acquired by such Person or group pursuant to a stock or asset purchase agreement, merger agreement,
option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation
of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement or (y) solely as
a result of veto or approval rights in any joint venture agreement, shareholder agreement, investor rights agreement or other similar
agreement, (ii) if any group (other than a Permitted Holder) includes one or more Permitted Holders, the issued and outstanding
Voting Stock of the Company owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated
as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control
has occurred, (iii) a Person or group (other than Permitted Holders) will not be deemed to beneficially own Voting Stock of
another Person as a result of its ownership of Equity Interests or other securities of such other Person’s parent (or related
contractual rights) unless it owns more than 50% of the total voting power of the Voting Stock of such Person’s parent and
(iv) the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting
Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause
a party to be a beneficial owner.


 


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


 


“Collateral” means any
and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security
Documents as security for the Secured Notes Obligations.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term
from the redemption date to April 15, 2022, that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to April 15, 2022.


 


“Comparable Treasury Price”
means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of
three, or such lesser number as is obtained by the Company, Reference Treasury Dealer Quotations for the redemption date.


 


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


 






    	 	7	 



    


    

 


(a)            without
duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the
following amounts for such period:


 


(i)            total
interest expense and, to the extent not reflected in such total interest expense, (A) any losses on hedging obligations or
other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such
hedging obligations or such derivative instruments, (B) bank and letter of credit fees and costs of surety bonds in connection
with financing activities, (C) cash dividend payments in respect of preferred stock (including any JV Preferred Equity Interests)
and any Disqualified Equity Interests and (D) other items excluded from the definition of “Consolidated Interest Expense”
pursuant to clauses (i) through (xiii) thereof,


 


(ii)           provision
for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added
and similar taxes based on income, profits, revenue or capital and foreign withholding taxes paid or accrued during such period
(including in respect of repatriated funds) including (A) penalties and interest related to such taxes or arising from any
tax examinations and (B) other fees, taxes and expenses to maintain corporate existence,


 


(iii)         depreciation
and amortization (including amortization of intangible assets, Capitalized Software Expenditures, internal labor costs and amortization
of deferred financing fees, OID or costs),


 


(iv)         other
non-cash charges (including the excess of GAAP rent expense over actual cash rent paid during such period due to the use of straight
line rent for GAAP purpose) (provided, in each case, that if any non-cash charges represent an accrual or reserve for potential
cash items in any future period, (A) such Person may elect not to add back such non-cash charges in the current period and
(B) to the extent such Person elects to add back such non-cash charges in the current period, the cash payment in respect
thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid
cash item that was paid in a prior period),


 


(v)           the
amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned
subsidiary deducted (and not added back in such period to Consolidated Net Income) excluding cash distributions in respect thereof,


 


(vi)          (A) the
amount of payments made to option, phantom equity or profits interest holders of the Company or any of its direct or indirect parent
companies in connection with, or as a result of, any distribution being made to shareholders of such person or its direct or indirect
parent companies, which payments are being made to compensate such option, phantom equity or profits interest holders as though
they were shareholders at the time of, and entitled to share in, such distribution, including any cash consideration for any repurchase
of equity, in each case to the extent permitted in this Indenture and (B) the amount of fees, expenses and indemnities paid
to directors, including of the Company or any direct or indirect parent thereof,


 


(vii)         losses
or discounts on sales of receivables and related assets in connection with any Permitted Receivables Financing,


 


(viii)       cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not included in the calculation of Consolidated Net
Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA
pursuant to paragraph (d) below for any previous period and not added back,


 


(ix)          any
costs or expenses incurred by the Company or any Restricted Subsidiary pursuant to any management equity plan or stock option or
phantom equity plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription
or shareholder agreement, to the extent that such costs or expenses are non-cash or otherwise funded with cash proceeds contributed
to the capital of the Company or Net Proceeds of an issuance of Equity Interests of the Company (other than Disqualified Equity
Interests),


 






    	 	8	 



    


    

 


(x)           any
net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses,
including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost)
existing at the date of initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature,
and


 


(xi)            expenses
consisting of internal software development costs that are expensed but could have been capitalized under alternative accounting
policies in accordance with GAAP,


 


plus


 


(b)           without
duplication, the amount of “run rate” cost savings, operating expense reductions and synergies related to any Specified
Transaction, any restructuring, cost saving initiative or other initiative and any Consolidated EBITDA attributable to any of the
foregoing, in each case projected by the Company in good faith to be realized as a result of actions that have been taken or initiated
or are expected to be taken (in the good faith determination of the Company) (any such projected benefit, a “Projected
Benefit”), including any Projected Benefit (including restructuring and integration charges) in connection with, or incurred
by or on behalf of, any joint venture of the Company or any of the Restricted Subsidiaries (whether accounted for on the financial
statements of any such joint venture or the Company) with respect to any Specified Transaction, any restructuring, cost saving
initiative or other initiative whether initiated before, on or after the Issue Date, within 24 months after such Specified Transaction,
restructuring, cost saving initiative or other initiative (which Projected Benefit shall be added to Consolidated EBITDA until
fully realized and calculated on a Pro Forma Basis as though such Projected Benefit had been realized on the first day of the relevant
period), net of the amount of actual benefits realized from such actions; provided that (A) such Projected Benefit
is reasonably quantifiable and factually supportable, (B) no Projected Benefit shall be added pursuant to this clause (b) to
the extent duplicative of any expenses or charges relating to such Projected Benefit that are included in clause (a) above
(it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action
taken), (C) the share of any such Projected Benefit with respect to a joint venture that are to be allocated to the Company
or any of the Restricted Subsidiaries shall not exceed the total amount thereof for any such joint venture multiplied by the percentage
of income of such venture expected to be included in Consolidated EBITDA for the relevant Test Period and (D) the aggregate
amount of Projected Benefits added pursuant to this paragraph (b) for any Test Period when taken together shall not exceed
25% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant transaction and determined after to giving
effect to any Pro Forma Adjustments pursuant to this clause (b));


 


plus


 


(c)          amount of Consolidated EBITDA (estimated
in good faith by the Company) attributable to any completed New Project that has completed less than a full Test Period of operations,
calculated on a Pro Forma Basis as though such New Project had been completed on the first day of the relevant Test Period;


 


less


 


(d)           without
duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:


 


(i)            non-cash
gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item
that reduced Consolidated Net Income or Consolidated EBITDA in any prior period),


 


(ii)           the
amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-wholly-owned
subsidiary added (and not deducted in such period from Consolidated Net Income),


 


in each case, as determined on a consolidated
basis for the Company and the Restricted Subsidiaries in accordance with GAAP; provided that,


 






    	 	9	 



    


    

 


(I)            there
shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property,
business or asset acquired by the Company or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary)
whether such acquisition occurred before or after the Issue Date to the extent not subsequently sold, transferred or otherwise
disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)
(each such Person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Issue Date,
and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted
Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”),
in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior
to such acquisition or conversion) determined on a historical Pro Forma Basis, and


 


(II)           there
shall be (A) excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business
or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued
operations by the Company or any Restricted Subsidiary during such period (but if such operations are classified as discontinued
due to the fact that they are subject to an agreement to dispose of such operations, at the Company’s election only when
and to the extent such operations are actually disposed of), including any division, product line, theatre, screen or other facility
used for operations of the Company or any Restricted Subsidiary, which was closed for business or disposed of during such period
(other than any theatre closed in the ordinary course of business within 120 days of lease expiration) (each such Person, property,
business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”),
and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each,
a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business
or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition,
closure, classification or conversion) determined on a historical Pro Forma Basis and (B) included in determining Consolidated
EBITDA for any period in which a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal Adjustment
with respect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal).


 


“Consolidated First Lien Debt”
means, as of any date of determination, (a) the amount of Consolidated Total Debt (including in respect of the Notes) that
is secured by a material portion of the Collateral on an equal or super priority basis (but without regard to the control of remedies)
with Liens securing the Secured Notes Obligations (excluding, in any event, all Capital Lease Obligations and any subordinated
Indebtedness) minus (b) Available Cash.


 


“Consolidated Interest Expense”
means the sum of (a) cash interest expense (including that attributable to Capitalized Leases), net of cash interest income,
of the Company and the Restricted Subsidiaries with respect to all outstanding Indebtedness of the Company and the Restricted Subsidiaries,
including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs under hedging agreements plus (b) the amount of cash dividends or distributions made by the Company
and the Restricted Subsidiaries in respect of JV Preferred Equity Interests and other preferred Equity Interests issued in accordance
with Section 4.05(d), but excluding, for the avoidance of doubt, (i) amortization of deferred financing costs, debt issuance
costs, commissions, fees and expenses and any other amounts of non-cash interest (including as a result of the effects of acquisition
method accounting or pushdown accounting), (ii) non-cash interest expense attributable to the movement of the mark-to-market
valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification
No. 815-Derivatives and Hedging, (iii) any one-time cash costs associated with breakage in respect of hedging agreements
for interest rates, (iv) commissions, discounts, yield and other fees and charges (including any interest expense) incurred
in connection with any Permitted Receivables Financing, (v) all non-recurring cash interest expense or “additional interest”
for failure to timely comply with registration rights obligations, (vi) any interest expense attributable to the exercise
of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect to any acquisition
or any other Investment, all as calculated on a consolidated basis in accordance with GAAP, (vii) any payments with respect
to make-whole premiums or other breakage costs of any Indebtedness, (viii) penalties and interest relating to taxes, (ix) accretion
or accrual of discounted liabilities not constituting Indebtedness, (x) any interest expense attributable to a direct or indirect
parent entity resulting from push down accounting, (xi) any expense resulting from the discounting of Indebtedness in connection
with the application of recapitalization or purchase accounting, (xii) any pay-in-kind interest expense or other non-cash
interest expenses and (xiii) any payments made in respect of any operating leases (as determined under GAAP as in effect on
December 31, 2018).


 






    	 	10	 



    


    

 


“Consolidated Net Income”
means, for any period, the net income (loss) of the Company and the Restricted Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP, excluding, without duplication:


 


(a)           extraordinary,
non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including any unusual or non-recurring
operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect
of any extraordinary, non-recurring or unusual items), severance, relocation costs, integration and facilities’ or offices’
opening costs, start-up costs and other business optimization expenses (including related to new product introductions, costs incurred
in connection with any New Project (including costs incurred in connection with unconsummated theatre acquisitions) and other strategic
or cost saving initiatives), restructuring charges, accruals or reserves (including restructuring and integration costs related
to acquisitions consummated prior to or after the Issue Date and adjustments to existing reserves), whether or not classified as
restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses, other executive
recruiting and retention costs, transition costs, costs related to the closure or disposition of any theatre or a screen within
a theatre, costs related to closure/consolidation of facilities or offices, internal costs in respect of strategic initiatives
and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities
and charges resulting from changes in estimates, valuations and judgements thereof),


 


(b)           the
cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies
during such period to the extent included in Consolidated Net Income,


 


(c)           Transaction
Costs,


 


(d)           the
net income for such period of any Person that is an Unrestricted Subsidiary and any Person that is not a Subsidiary or that is
accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased by the amount
of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or, if not paid in cash or
Cash Equivalents, but later converted into cash or Cash Equivalents, upon such conversion) by such Person to the Company or a Restricted
Subsidiary thereof during such period,


 


(e)           any
fees and expenses (including any transaction or retention bonus or similar payment, any earnout, contingent consideration obligation
or purchase price adjustment) incurred during such period, or any amortization thereof for such period, in connection with any
acquisition, Investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction
or amendment or other modification of any debt instrument (in each case, including any 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, in each case whether or not successful (including, for the avoidance of doubt,
the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains
or losses associated with FASB Accounting Standards Codification 460),


 


(f)           any
income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging agreements or other derivative
instruments,


 


(g)          accruals
and reserves that are established or adjusted as a result of the Transactions in accordance with GAAP (including any adjustment
of estimated payouts on existing earn-outs) or changes as a result of the adoption or modification of accounting policies during
such period,


 


(h)          all
Non-Cash Compensation Expenses,


 






    	 	11	 



    


    

 


(i)            any
income (loss) attributable to deferred compensation plans or trusts,


 


(j)            any
income (loss) from investments recorded using the equity method of accounting (but including any cash dividends or distributions
actually received by the Company or any Restricted Subsidiary in respect of such investment),


 


(k)           any
gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course
of business) or income (loss) from discontinued operations (but if such operations are classified as discontinued due to the fact
that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed
of),


 


(l)            any
non-cash gain (loss) attributable to the mark to market movement in the valuation of hedging obligations or other derivative instruments
pursuant to FASB Accounting Standards Codification 815-Derivatives and Hedging or mark to market movement of other financial instruments
pursuant to FASB Accounting Standards Codification 825-Financial Instruments in such Test Period; provided that any cash
payments or receipts relating to transactions realized in a given period shall be taken into account in such period,


 


(m)          any
non-cash gain (loss) related to currency remeasurements of Indebtedness, net loss or gain resulting from hedging agreements for
currency exchange risk and revaluations of intercompany balances and other balance sheet items,


 


(n)           any
non-cash expenses, accruals or reserves related to adjustments to historical tax exposures (provided, in each case, that
the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which
such cash payment was made),


 


(o)           any
impairment charge or asset write-off or write-down (including related to intangible assets (including goodwill), long-lived assets,
film television costs and investments in debt and equity securities), and


 


(p)           solely
for the purpose of calculating Section 4.06(a)(B), the net income for such period of any Restricted Subsidiary (other than
any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of its net income is not at the date of determination wholly permitted without any prior Governmental Approval (which
has not been obtained) or, directly or indirectly, is otherwise restricted by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary
or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally
waived; provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions
or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to the Company or a Restricted
Subsidiary thereof in respect of such period, to the extent not already included therein.


 


There shall be excluded from Consolidated
Net Income for any period the effects from applying acquisition method accounting, including applying acquisition method accounting
to inventory, property and equipment, loans and leases, software and other intangible assets and deferred revenue (including deferred
costs related thereto and deferred rent) required or permitted by GAAP and related authoritative pronouncements (including the
effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of the any acquisition or
Investment consummated prior to (or after) the Issue Date and any acquisitions or other Investment or the amortization or write-off
of any amounts thereof.


 


In addition, to the extent not already included
in Consolidated Net Income, Consolidated Net Income shall include (i) the amount of proceeds received, due or otherwise estimated
in good faith to be received from business interruption insurance, liability or casualty events insurance or reimbursement of expenses
and charges that are covered by indemnification, insurance and other reimbursement provisions in connection with any acquisition
or other Investment or any disposition of any asset permitted hereunder (occurring prior to or after the Issue Date (net of any
amount so added back in any prior period to the extent not so reimbursed within a two-year period) and (ii) the amount of
any cash tax benefits related to the tax amortization of intangible assets in such period.


 






    	 	12	 



    


    

 


“Consolidated Secured Debt”
means, as of any date of determination, (a) Consolidated Total Debt that is secured by a Lien on a material portion of the
Collateral (excluding, in any event, all Capital Lease Obligations and any subordinated Indebtedness) minus (b) Available
Cash.


 


“Consolidated Senior Debt”
means, as of any date of determination, (a) Consolidated Total Debt (other than any Indebtedness that is expressly subordinated
or junior in right of payment to any other Indebtedness) minus (b) Available Cash.


 


“Consolidated Total Assets”
means, as at any date of determination, the amount that would be set forth opposite the caption “total assets” (or
any like caption) on the most recent consolidated balance sheet of the Company and the Restricted Subsidiaries in accordance with
GAAP.


 


“Consolidated Total Debt”
means, as of any date of determination, the outstanding principal amount of all third party Indebtedness for borrowed money (including
purchase money Indebtedness), unreimbursed drawings under letters of credit, Capital Lease Obligations, third party Indebtedness
obligations evidenced by notes or similar instruments (and excluding, for the avoidance of doubt, Swap Obligations), in each case
of the Company and the Restricted Subsidiaries on such date, on a consolidated basis and determined in accordance with GAAP (excluding,
in any event, the effects of any discounting of Indebtedness resulting from the application of acquisition method or pushdown accounting
in connection with any acquisition or other Investment); provided, in determining the amount of Consolidated Total Debt
for the purpose of this definition, the amount of Consolidated Total Debt consisting of a revolving line of credit shall be deemed
to be the aggregate outstanding principal amount thereof on the last day of each fiscal quarter of the Company ending during the
Test Period most recently ended on or prior to such date, divided by four (4).


 


“Consolidated Total Net Debt”
means, as of any date of determination, (a) Consolidated Total Debt minus (b) Available Cash.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal or appointment
of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling”
and “Controlled” have meanings correlative thereto.


 


“Controlling Collateral Agent”
has the meaning given to such term in the First Lien Intercreditor Agreement.


 


“Converted Restricted Subsidiary”
has the meaning given to such term in the definition of “Consolidated EBITDA.”


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered,
which office at the date of execution of this Indenture is located at 60 Livingston Avenue, St. Paul, MN 55107-1419, Attention:
Donald T. Hurrelbrink.


 


“Credit Agreement Obligations”
has the meaning given to such term in the First Lien Intercreditor Agreement.


 


“Credit Facilities” means
one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against
such receivables) or letters of credit, including, without limitation, the Senior Credit Facilities, (ii) debt securities,
indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’
acceptances), or (iii) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different
borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated,
replaced or refunded in whole or in part from time to time.


 






    	 	13	 



    


    

 


“Custodian” means any
receiver, interim receiver, receiver and manager, trustee, assignee, liquidator, sequestrate or similar official under any Bankruptcy
Law or any other person with like powers.


 


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


 


“Delaware LLC” means
any limited liability company organized or formed under the laws of the State of Delaware.


 


“Delaware LLC Division”
means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware
Limited Liability Company Act.


 


“Designated Non-Cash Consideration”
means the Fair Market Value of non-cash consideration received by the Company or a Subsidiary in connection with an Asset Sale
that is designated as Designated Non-Cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of
such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on or
other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer
be considered to be outstanding when and to the extent it has been paid, redeemed, sold or otherwise disposed of or returned in
exchange for consideration in the form of cash or Cash Equivalents in compliance with Section 4.16.


 


“Discharge of First Lien Obligations”
has the meaning given to such term in the First Lien Intercreditor Agreement.


 


“Disposed EBITDA” means,
with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of
Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Company
and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial
definitions used therein) were references to such Sold Entity or Business and its subsidiaries or to such Converted Unrestricted
Subsidiary and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted
Subsidiary.


 


“Disqualified Equity Interest”
means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening
of any event or condition:


 


(a)           matures
or is mandatorily redeemable (other than solely for Equity Interests in such Person or in any Parent Entity that do not constitute
Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund
obligation or otherwise;


 


(b)           is
convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other
than solely for Equity Interests in such Person or in any Parent Entity that do not constitute Disqualified Equity Interests and
cash in lieu of fractional shares of such Equity Interests); or


 


(c)           is
redeemable (other than solely for Equity Interests in such Person or in any Parent Entity that do not constitute Disqualified Equity
Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any
of its Affiliates, in whole or in part, at the option of the holder thereof;


 


in each case, on or prior to the date 91
days after the Maturity Date; provided, however, that (i) an Equity Interest in any Person that would not constitute
a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase
such Equity Interest upon the occurrence of an “asset sale,” “condemnation event,” a “change in control”
or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment
in full of all the Notes and Secured Notes Obligations that are accrued and payable, (ii) if an Equity Interest in any Person
is issued pursuant to any plan for the benefit of employees of the Company (or any direct or indirect parent thereof), the Company
or any of the Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity
Interest solely because it may be required to be repurchased by the Company (or any direct or indirect parent company thereof),
the Company or any of the Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person or as
a result of such employee’s termination, death, or disability and (iii) any class of Equity Interests of such Person
that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified
Equity Interest shall not be deemed to be Disqualified Equity Interest.


 






    	 	14	 



    


    

 


“Domestic Subsidiary”
means any Subsidiary that is not a Foreign Subsidiary.


 


“DTC” means The Depository
Trust Company, a New York corporation, and its successors.


 


“Equity Interests” means
shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person.


 


“Equity Offering” means
a public or private sale for cash by the Company or of a direct or indirect parent of the Company (the proceeds of which have been
contributed to the Company) of common stock or preferred stock (other than Redeemable Capital Stock), or options, warrants or rights
with respect to such Person’s common stock or preferred stock (other than Redeemable Capital Stock), other than public offerings
with respect to such Person’s common stock, preferred stock (other than Redeemable Capital Stock), or options, warrants or
rights, registered on Form S-4 or S-8.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Exchange Rate” means
on any day, for purposes of determining the dollar equivalent of any amount denominated in a currency other than dollars, the rate
at which such currency may be exchanged into dollars as set forth at approximately 11:00 a.m. on such day as set forth on
the Reuters World Currency Page for such currency. In the event that such rate does not appear on any Reuters World Currency
Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates
as may be determined by the Company in good faith, or, such Exchange Rate shall instead be the spot rate of exchange of the applicable
issuing bank under the Senior Credit Facilities through its principal foreign exchange trading office, at or about 11:00 a.m.,
New York City time on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided
that if at the time of any such determination, for any reason, no such spot rate is being quoted, the applicable issuing bank may
use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest
error.


 


“Excluded Assets” means:


 


(1)           any fee-owned
real property (i) that does not constitute a Material Real Property, (ii) located in a jurisdiction that imposes a mortgage
recording tax or similar fee and/or (iii) located in an area determined by FEMA to have special flood hazards;


 


(2)           all
leasehold interests in real property;


 


(3)           any
governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such license,
franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction,
but excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code of any applicable jurisdiction);


 


(4)           any
asset if, to the extent that and for so long as the grant of a Lien thereon to secure the Secured Notes Obligations is prohibited
by any Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other
applicable Requirements of Law) or would require consent or approval of any Governmental Authority but excluding any prohibition
or restriction that is ineffective under the Uniform Commercial Code of any applicable jurisdiction;


 


(5)           margin
stock and, to the extent prohibited by, or creating an enforceable right of termination in favor of any other party thereto (other
than the Company or any Guarantor) under the terms of any applicable Organizational Documents, joint venture agreement or shareholders’
agreement after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction,
Equity Interests in any Person other than the Company and Wholly Owned Subsidiaries that are Restricted Subsidiaries;


 






    	 	15	 



    


    

 


(6)           assets
to the extent a security interest in such assets would result in material adverse tax consequences to the Company or one of its
Subsidiaries as reasonably determined by the Company;


 


(7)           any
intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use”
with respect thereto;


 


(8)           any
lease, license or other agreement or any property subject thereto (including pursuant to a purchase money security interest or
similar arrangement) to the extent that a grant of a security interest therein would violate or invalidate such lease, license
or agreement or purchase money arrangement or create a breach, default or right of termination in favor of any other party thereto
(other than the Company or any Guarantor) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial
Code of any applicable jurisdiction or other similar applicable law, other than proceeds and receivables thereof, the assignment
of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction or other similar applicable
law notwithstanding such prohibition;


 


(9)           in
excess of 65% of the voting Equity Interests of (i) any Foreign Subsidiary or (ii) any FSHCO;


 


(10)          receivables
and related assets (or interests therein) (a) sold to any Receivables Subsidiary or (b) otherwise pledged, factored,
transferred or sold in connection with any Permitted Receivables Financing;


 


(11)         commercial
tort claims with a value of less than $15 million and letter-of-credit rights with a value of less than $15 million (except to
the extent a security interest therein can be perfected by a UCC filing);


 


(12)         Vehicles
and other assets subject to certificates of title;


 


(13)         any
aircraft, airframes, aircraft engines or helicopters, or any equipment or other assets constituting a part thereof;


 


(14)         any
and all assets and personal property owned or held by any Subsidiary that is not a Guarantor (including any Unrestricted Subsidiary);


 


(15)         any
Equity Interest in Unrestricted Subsidiaries; and


 


(16)         any
proceeds from any issuance of Indebtedness not prohibited to be incurred under this Indenture that are paid into an escrow account
to be released upon satisfaction of certain conditions or the occurrence of certain events, including cash or Cash Equivalents
set aside at the time of the incurrence of such Indebtedness, to the extent such cash or Cash Equivalents prefund the payment of
interest or premium or discount on such Indebtedness (or any costs related to the issuance of such indebtedness) and are held in
such escrow account or similar arrangement to be applied for such purpose.


 


“Excluded Contribution Amount”
means a cumulative amount equal to (without duplication):


 


(a)           the
Net Proceeds of new public or private issuances of Qualified Equity Interests in the Company or any parent of the Company which
are contributed to (or received by) the Company after the Issue Date, plus


 


(b)           capital
contributions received by the Company after the Issue Date in cash or Cash Equivalents (other than in respect of any Disqualified
Equity Interest) and the Fair Market Value of any in-kind contributions, plus


 


(c)           the
net cash proceeds received by the Company or any Restricted Subsidiary from Indebtedness and Disqualified Equity Interest issuances
issued after the Issue Date and which have been exchanged or converted into Qualified Equity Interests, plus


 


(d)           returns,
profits, distributions and similar amounts received in cash or Cash Equivalents and the Fair Market Value of any in-kind amounts
received by Company and the Restricted Subsidiaries on Investments made after the Issue Date using the Excluded Contribution Amount
(not to exceed the amount of such Investments);


 






    	 	16	 



    


    

 


provided that the Excluded Contribution
Amount shall not include any amounts used to incur Indebtedness pursuant to Section 4.05(b)(xxv), any amounts used to make
Restricted Payments pursuant to Section 4.06(b)(vi) or any amounts used to make Investments pursuant to clause (q) of
the definition of “Permitted Investments.”


 


“Existing Notes” means
the Existing Subordinated Notes and the 2024 Senior Unsecured Convertible Notes.


 


“Existing Subordinated Notes”
means the 2024 Subordinated Sterling Notes, the 2025 Subordinated Notes, the 2026 Subordinated Dollar Notes and the 2027 Subordinated
Notes.


 


“Fair Market Value” means
with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale
of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length
and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset.
Except as otherwise expressly set forth herein, such value shall be determined in good faith by the Company.


 


“FEMA” means the Federal
Emergency Management Agency, a component of the U.S. Department of Homeland Security.


 


“Financial Officer” means
the chief financial officer, principal accounting officer, treasurer or controller of the Company.


 


“First Lien Collateral Agent”
means the collateral agent for the lenders and other secured parties under the Senior Credit Facilities, together with its successors
and permitted assigns under the Senior Credit Facilities.


 


“First Lien Intercreditor Agreement”
means the intercreditor agreement, dated as of the Issue Date, among the Notes Collateral Agent, the First Lien Collateral Agent,
the Company, the Guarantors and any Additional First Lien Secured Parties from time to time party thereto, substantially in the
form of Exhibit D hereto (as the same may be amended, restated, renewed, replaced or otherwise modified from time to time).


 


“First Lien Leverage Ratio”
means, on any date, the ratio of (a) Consolidated First Lien Debt as of such date to (b) Consolidated EBITDA for the
Test Period as of such date.


 


“First Lien Obligations”
means, collectively, (1) the Credit Agreement Obligations, (2) the Secured Notes Obligations and (3) each Series of
Additional First Lien Obligations.


 


“First Lien Priority”
means, with respect to specified Indebtedness, such Indebtedness is secured by a Lien that is equal in priority to the Liens on
specified Collateral (but without regard to control of remedies) and is subject to the First Lien Intercreditor Agreement.


 


“First Lien/Second Lien Intercreditor
Agreement” means an intercreditor agreement among the First Lien Collateral Agent, the Notes Collateral Agent and the
applicable representative of holders of junior priority obligations, substantially in the form of Exhibit E hereto.


 


“Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America, any State thereof
or the District of Columbia.


 


“FSHCO” means any direct
or indirect Domestic Subsidiary of the Company that has no material assets other than Equity Interests and/or Indebtedness in one
or more direct or indirect Foreign Subsidiaries that are CFCs.


 



    17


     


    




 


“GAAP” means generally
accepted accounting principles in the United States of America, as in effect from time to time; provided, however,
that the Company may elect, as evidenced by a written notice of the Company to the Trustee to eliminate the effect of any change
occurring after the Issue Date in GAAP or in the application thereof on the operation of any provision hereof, regardless of whether
any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall
have been withdrawn. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature
used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect
to any election under FASB Accounting Standards Codification 825-Financial Instruments, or any successor thereto (including pursuant
to the FASB Accounting Standards Codification), to value any Indebtedness of the Company or any subsidiary at “fair value,”
as defined therein and (b) the amount of any Indebtedness or other balance sheet items or income statement items under GAAP
with respect to Capital Lease Obligations and any other leases shall be determined in accordance with the definition of Capital
Lease Obligations and otherwise in accordance with GAAP as in effect on December 31, 2018 (and, in any event, shall exclude
the impact on rent expense resulting from the adoption of ASC 842).


 


“Government Securities”
means direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed
by, the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and
credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.


 


“Governmental Approvals”
means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports
to, Governmental Authorities.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


 


“Grantor” has the meaning
assigned to such term in the Security Agreement.


 


“Guarantee” means, with
respect to any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person:


 


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


 


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


 


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


 


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


 


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


 


“Immediate Family Members”
means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent,
grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law
(including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries
of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals
or any donor-advised fund of which any such individual is the donor.


 






    	 	18	 



    


    

 


“Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person
in respect of the deferred purchase price of property or services (excluding trade accounts or similar obligations payable in the
ordinary course of business and any earn-out obligation until such obligation becomes a liability on the balance sheet of such
Person in accordance with GAAP and if not paid within 60 days after being due and payable), (e) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all
Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations,
contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; provided that the term “Indebtedness”
shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase
price of an asset to satisfy warranty or other unperformed obligations of the seller, (iii) any obligations attributable to
the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect
thereto, (iv) Indebtedness of any Parent Entity appearing on the balance sheet of the Company solely by reason of push down
accounting under GAAP, (v) accrued expenses and royalties, (vi) asset retirement obligations and other pension related
obligations (including pensions and retiree medical care) that are not overdue by more than 60 days and (vii) any obligations
under any operating leases (as determined under GAAP as in effect on December 31, 2018). The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness
of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed
to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the Fair Market Value of the
property encumbered thereby as determined by such Person in good faith. For all purposes hereof, the Indebtedness of the Company
and the Restricted Subsidiaries shall exclude intercompany liabilities arising from their cash management, tax, and accounting
operations and intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or
extensions of terms) and made in the ordinary course of business.


 


“Intellectual Property”
has the meaning assigned to such term in the Security Agreement.


 


“Intercreditor Agreements”
means the First Lien Intercreditor Agreement and any First Lien/Second Lien Intercreditor Agreement.


 


“Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other
acquisition of Equity Interests or Indebtedness or other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case
of the Company and the Restricted Subsidiaries, (i) intercompany advances arising from their cash management, tax, and accounting
operations and (ii) intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any rollover
or extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction
or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting
a business unit, line of business or division of such Person. The amount, as of any date of determination, of (i) any Investment
in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually
received by such investor representing interest in respect of such Investment (to the extent any such payment to be deducted does
not exceed the remaining principal amount of such Investment and without duplication of amounts increasing Section 4.06(a)(B) or
the Excluded Contribution Amount), but without any adjustment for write-downs or write-offs (including as a result of forgiveness
of any portion thereof) with respect to such loan or advance after the date thereof, (ii) any Investment in the form of a
Guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect
of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof,
as determined in good faith by a Financial Officer, (iii) any Investment in the form of a transfer of Equity Interests or
other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall
be the Fair Market Value of such Equity Interests or other property as of the time of the transfer, minus any payments actually
received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment
(to the extent such payments do not exceed, in the aggregate, the original amount of such Investment and without duplication of
amounts increasing Section 4.06(a)(B) or the Excluded Contribution Amount), but without any other adjustment for increases
or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment,
and (iv) any Investment (other than any Investment referred to in clause (i), (ii) or (iii) above) by the specified
Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities
of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith),
plus (A) the cost of all additions thereto and minus (B) the amount of any portion of such Investment that has been repaid
to the investor in cash as a repayment of principal or a return of capital, and of any cash payments actually received by such
investor representing interest, dividends or other distributions in respect of such Investment (to the extent the amounts referred
to in this clause (B) do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto
and without duplication of amounts increasing Section 4.06(a)(B) or the Excluded Contribution Amount), but without any
other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment
after the date of such Investment. For purposes of the definition of “Permitted Investments,” if an Investment involves
the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance
with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation
shall be as reasonably determined by a Financial Officer.


 






    	 	19	 



    


    

 


“Issue Date” means April 24,
2020.


 


“Junior Financing” means
any Material Indebtedness (other than any permitted intercompany Indebtedness owing to the Company or any Restricted Subsidiary)
that is subordinated in right of payment to the Notes.


 


“Lien” means, with respect
to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on
or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to
such asset; provided that in no event shall an operating lease be deemed to constitute a Lien.


 


“Limited Condition Transaction”
means any acquisition or Investment not prohibited by this Indenture, in each case whose consummation is not conditioned on the
availability of, or on obtaining, third party financing.


 


“Management Investors”
means current and/or former directors, officers, partners, members and employees of any Parent Entity, the Company and/or any of
their respective subsidiaries who (directly or indirectly through one or more investment vehicles) held Equity Interests in the
Company on April 22, 2019.


 


“Material Adverse Effect”
means any event, circumstance or condition that has had, or could reasonably be expected to have, a materially adverse effect on
(a) the business or financial condition of the Company and the Restricted Subsidiaries, taken as a whole, (b) the ability
of the Company and the Guarantors, taken as a whole, to perform their payment obligations under this Indenture or (c) the
rights and remedies of the Holders.


 


“Material Indebtedness”
means any Indebtedness for borrowed money (other than the Secured Notes Obligations and the Senior Credit Facilities), Capital
Lease Obligations, unreimbursed drawings under letters of credit, third party Indebtedness obligations evidenced by notes or similar
instruments or obligations in respect of one or more Swap Agreements, of any one or more of the Company and the Restricted Subsidiaries
in an aggregate principal amount exceeding the greater of (a) $250,000,000 and (b) 25% of Consolidated EBITDA for the
most recently ended Test Period at such time; provided that in no event shall any Permitted Receivables Financing be considered
Material Indebtedness for any purpose. For purposes of determining Material Indebtedness, the “principal amount” of
the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Company or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such
time.


 






    	 	20	 



    


    

 



 


“Material Real Property”
means each fee owned parcel of real property owned by the Company or any Guarantor having a book value equal to or in excess of
$15,000,000. For the purpose of determining the relevant value under this Indenture with respect to the preceding clause, such
value shall be determined as of (a) the Measurement Date for real property owned as of the Measurement Date, (b) the
date of acquisition for real property acquired after the Measurement Date or (c) the date on which the entity owning such
real property becomes a Guarantor after the Measurement Date, in each case as reasonably determined by the Company.


 


“Material Subsidiary”
means (a) each wholly-owned Restricted Subsidiary that, as of the last day of the fiscal quarter of the Company most recently
ended for which financial statements are available, had revenues or total assets for such quarter in excess of 5.0% of the consolidated
revenues or total assets, as applicable, of the Company for such quarter or that is designated by the Company as a Material Subsidiary
and (b) any group comprising wholly-owned Restricted Subsidiaries that each would not have been a Material Subsidiary under
clause (a) but that, taken together, as of the last day of the fiscal quarter of the Company most recently ended for which
financial statements are available, had revenues or total assets for such quarter in excess of 10.0% of the consolidated revenues
or total assets, as applicable, of the Company for such quarter.


 


“Maturity Date” means
the date specified in the Notes as the fixed date on which the principal of the Notes is due and payable.


 


“Measurement Date” means
April 22, 2019.


 


“Moody’s” means
Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.


 


“Mortgage” means a mortgage,
deed of trust, assignment of leases and rents or other security document granting a Lien on any Mortgaged Property to secure the
Secured Notes Obligations.


 


“Mortgaged Property”
means each parcel of Material Real Property and the improvements thereon with respect to which a Mortgage shall be granted pursuant
to Section 4.17.


 


“Multiplex” means any
theatre owned by the Company or its Subsidiary which has ten or less screens for viewing movies.


 


“Net Proceeds” means,
with respect to any event, (a) the proceeds received in respect of such event in cash or Cash Equivalents, including (i) any
cash or Cash Equivalents received in respect of any non-cash proceeds, including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out (but excluding any interest
payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds that are actually received and
(iii) in the case of a condemnation or similar event, condemnation awards and similar payments that are actually received,
minus (b) the sum of (i) all fees and out-of-pocket expenses paid by the Company and the Restricted Subsidiaries in connection
with such event (including attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related
search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions, other customary
expenses and brokerage, consultant, accountant and other customary fees), (ii) in the case of an Asset Sale (including pursuant
to a Sale Leaseback or similar proceeding), (A) any funded escrow established pursuant to the documents evidencing any Asset
Sale to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition;
provided that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect of any
such liability) shall be deemed to be Net Proceeds occurring on the date of such reduction solely to the extent that the Company
and/or any Restricted Subsidiaries receives cash in an amount equal to the amount of such reduction, (B) the amount of all
payments that are permitted hereunder and are made by the Company and the Restricted Subsidiaries as a result of such event to
repay Indebtedness (other than the Notes) secured by such asset or otherwise subject to mandatory prepayment as a result of such
event, (C) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (C)) attributable to
minority interests and not available for distribution to or for the account of the Company and the Restricted Subsidiaries as a
result thereof and (D) the amount of any liabilities directly associated with such asset and retained by the Company or the
Restricted Subsidiaries and (iii) the amount of all taxes paid (or reasonably estimated to be payable, including any withholding
taxes estimated to be payable in connection with the repatriation of such Net Proceeds), and the amount of any reserves established
by the Company and the Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are associated
with such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments
made in respect thereof) shall be deemed to constitute the receipt by the Company at such time of Net Proceeds in the amount of
such reduction.


 






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“New Project” means (a) each
facility, theatre or other project which is either a new facility, a new theatre or an expansion, renovation, relocation, remodeling
or other improvement or modernization of an existing theatre or facility owned by a Company or the Subsidiaries which in fact commences
operations and (b) each creation (in one or a series of related transactions) of a business unit to the extent such business
unit commences operations or each expansion (in one or a series of related transactions) of business into a new market.


 


“Non-Cash Compensation Expense”
means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and
similar incentive based compensation awards or arrangements.


 


“Not Otherwise Applied”
means, with reference to Section 4.06(a)(B), Section 4.06(a)(B)(1) or the Excluded Contribution Amount, as applicable,
that was not previously applied pursuant to clause (n) of the definition of “Permitted Investments,” Section 4.06(b)(viii) or
Section 4.06(c)(iv).


 


“Notes Collateral Agent”
means U.S. Bank National Association, as collateral agent for the holders of the Notes under the Security Documents and any successor
pursuant to the provisions of this Indenture and the Security Documents.


 


“Obligations”
means any principal, interest (including any interest, fees, or expenses 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,
fees, or expenses is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications,
reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages
and other liabilities, and guarantees of payment of such principal, interest, premium, penalties, fees, indemnifications, reimbursements,
damages and other liabilities, payable under the documentation governing any indebtedness; provided, that any of the foregoing
(other than principal and interest) shall no longer constitute “Obligations” after payment in full of such principal
and interest.


 


“Odeon Credit
Agreement” means that certain Revolving Credit Agreement dated as of December 7, 2017 between Odeon Cinemas Group
Limited, Odeon Cinemas Limited, the guarantors party thereto, Lloyds Bank PLC, as the agent, security trustee and security agent,
the lenders party thereto and the other parties party thereto, as amended, supplemented or otherwise modified.


 


“Officer”
means the chief executive officer, chief marketing officer, chief financial officer, president, vice president, treasurer or assistant
treasurer, secretary or assistant secretary, or other similar officer, manager or a director of the Company or any Guarantor, as
applicable, and with respect to certain limited liability companies or partnerships that do not have officers, any manager, sole
member, managing member or general partner thereof.


 


“Officers’
Certificate” means a certificate signed by two Officers.


 


“Opinion of
Counsel” means a written opinion of counsel to the Company licensed in any State of the United States of America and
applying the laws of such State or any other Person reasonably satisfactory to the Trustee.


 


“Organizational
Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization
and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate
or articles of formation or organization of such entity.


 






    22


     


    

 


 


“Original
Credit Agreement” means the Credit Agreement, dated as of April 30, 2013, as amended by Amendment No. 1, dated
as of December 11, 2015, Amendment No. 2, dated as of November 8, 2016, Amendment No. 3, dated as of May 9,
2017, Amendment No. 4, dated as of June 13, 2017 and Amendment No. 5, dated as of August 14, 2018, among the
Company, the lenders party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and the other
parties thereto, as in effect immediately prior to April 22, 2019.


 


“Parent Entity”
means any Person that is a direct or indirect parent of the Company.


 


“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 Company or a Restricted Subsidiary and another Person.


 


“Permitted
Encumbrances” means:


 


(a)            Liens
for taxes, assessments or other governmental charges that are not overdue for a period of more than 60 days or that are being contested
in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on
the books of the applicable Person in accordance with GAAP;


 


(b)            Liens
imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or construction
contractors’ Liens and other similar Liens arising in the ordinary course of business that secure amounts not overdue for
a period of more than 60 days or, if more than 60 days overdue, are unfiled and no other action has been taken to enforce such
Liens or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in accordance with GAAP, in each case so long as such Liens
do not individually or in the aggregate have a Material Adverse Effect;


 


(c)            Liens
incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment
insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations
of (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) insurance
carriers providing property, casualty or liability insurance to the Company or any Restricted Subsidiary or otherwise supporting
the payment of items set forth in the foregoing clause (i);


 


(d)            Liens
incurred or deposits made to secure the performance of bids, trade contracts, governmental contracts and leases, statutory obligations,
surety, stay, customs and appeal bonds, performance bonds, bankers acceptance facilities and other obligations of a like nature
(including those to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank
guarantees or similar instruments that have been posted to support the same, incurred in the ordinary course of business or consistent
with past practices;


 


(e)            easements,
encumbrances, rights-of-way, reservations, restrictions, restrictive covenants, servitudes, sewers, electric lines, drains, telegraph
and telephone and cable television lines, gas and oil pipelines and other similar purposes building codes, encroachments, protrusions,
zoning restrictions, and other similar encumbrances and minor title defects or other irregularities in title and survey exceptions
affecting real property that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business
of the Company and the Restricted Subsidiaries, taken as a whole;


 


(f)            Liens
securing, or otherwise arising from, judgments not constituting an Event of Default under Section 6.01(g);


 


(g)            Liens
on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Company or any
of its Subsidiaries or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to
the standard terms of agreements relating to letters of credit, bank guarantees and other similar instruments, provided
that such Lien secures only the obligations of the Company or such subsidiaries in respect of such letter of credit to the extent
such obligations are permitted by Section 4.05;


 






    23


     


    

 


(h)            rights
of set-off, banker’s lien, netting agreements and other Liens arising by operation of law or by of the terms of documents
of banks or other financial institutions in relation to the maintenance of administration of deposit accounts, securities accounts,
cash management arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar instruments;
and


 


(i)             Liens
arising from precautionary Uniform Commercial Code financing statements or any similar filings made in respect of operating leases
entered into by the Company or any of its subsidiaries.


 


“Permitted Holder” means
(i) Wanda Group, (ii) Silver Lake, (iii) the Management Investors and their Permitted Transferees, and (iv) any
 “group” as such term is used in Section 13(d) and 14(d) of the Exchange Act or any successor provision
of which any of the foregoing are members and any member of such group; provided that, in the case of such group and any member
of such group and without giving effect to the existence of such group or any other group, no Person or other group (other than
the Permitted Holders specified in clauses (i), (ii) or (iii) of this definition) owns, directly or indirectly, more
than 50% of the total voting power of the Voting Stock of the Company.


 


“Permitted Investments”
means the following:


 


(a)            Investments
that were Cash Equivalents at the time made;


 


(b)            loans
or advances to officers, directors and employees of the Company and the Restricted Subsidiaries (i) for reasonable and customary
business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such
Person’s purchase of Equity Interests in the Company (or any direct or indirect parent thereof) (provided that the amount
of such loans and advances made in cash to such Person shall be contributed to the Company in cash as common equity or Qualified
Equity Interests) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time
of incurrence thereof and after giving Pro Forma Effect thereto, the aggregate principal amount outstanding in reliance on this
clause (iii) shall not exceed the greater of $10,000,000 and 1% of Consolidated EBITDA for the most recently ended Test Period
as of such time;


 


(c)            Investments
(i) by the Company or any Restricted Subsidiary in any Guarantor (including as a result of a Delaware LLC Division), (ii) by
any Restricted Subsidiary that is not a Guarantor in any other Restricted Subsidiary that is also not a Guarantor, (iii) by
the Company or any Restricted Subsidiary (including as a result of a Delaware LLC Division) (A) in any Restricted Subsidiary;
provided that the aggregate amount of such Investments made by the Company or any Guarantor after the Issue Date in Restricted
Subsidiaries that are not Guarantors in reliance on this clause (c) (other than any Investment made in a Restricted Subsidiary
to fund an acquisition not prohibited by this Indenture) shall not exceed when taken together with the aggregate amount of Investments
made after the Issue Date pursuant to clause (z) below, of the greater of (A) $300,000,000 and (B) 30% of Consolidated
EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment, (B) in any
Restricted Subsidiary that is not a Guarantor, constituting an exchange of Equity Interests of such Restricted Subsidiary for Indebtedness
of such Subsidiary or (C) constituting Guarantees of Indebtedness or other monetary obligations of Restricted Subsidiaries
that are not Guarantors (provided that any actual payment by a Guarantor on account of such Guarantee would constitute an Investment
in such Restricted Subsidiary that is not a Guarantor at the time such payment is made), (iv) by the Company or any Restricted
Subsidiary in Restricted Subsidiaries that are not Guarantors so long as such Investment is part of a series of substantially simultaneous
Investments that result in the proceeds of the initial Investment being invested in one or more Guarantors and (v) by any
Restricted Subsidiary in any Restricted Subsidiary that is not a Guarantor, consisting of the contribution of Equity Interests
of any other Restricted Subsidiary that is not a Guarantor so long as the Equity Interests (or, as applicable, at least 65% of
the voting Equity Interests) of the transferee Restricted Subsidiary is pledged to secure the Secured Notes Obligations.


 


(d)            Investments
consisting of prepayments to suppliers in the ordinary course of business;


 






    24


     


    

 


(e)            Investments
consisting of extensions of trade credit in the ordinary course of business;


 


(f)             Investments
(i) existing or contemplated on the Issue Date and any modification, replacement, renewal, reinvestment or extension thereof
and (ii) Investments existing on the date hereof by the Company or any Restricted Subsidiary in the Company or any Restricted
Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased
except by the terms of such Investment as otherwise permitted under this Indenture;


 


(g)            Investments
in Swap Agreements permitted under Section 4.05;


 


(h)            promissory
notes and other non-cash consideration received in connection with Asset Sales permitted under Section 4.16 or any other disposition
not constituting an Asset Sale;


 


(i)             Investments
in a Person 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, consolidated, or amalgamated with or into, or transfers or conveys
substantially all of its assets (or all or substantially all the assets constituting a business unit, division, product line or
line of business) to, or is liquidated into, the Company or a Restricted Subsidiary, and, in each case, any Investment held by
such Person;


 


(j)             [reserved];


 


(k)            Investments
in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers
consistent with past practices;


 


(l)             Investments
(including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and
customers, from financially troubled account debtors or in settlement of delinquent obligations of, or other disputes with, customers
and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured
Investment;


 


(m)            loans
and advances to a Parent Entity (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after
giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted
to be made to a Parent Entity (or such parent) in accordance with Section 4.06;


 


(n)            other
Investments and other acquisitions; (A) so long as at the time any such Investment or other acquisition is made, the aggregate
outstanding amount of all Investments made in reliance on this clause (A) together with the aggregate amount of all consideration
paid in connection with all other acquisitions made in reliance on this clause (A) after the Issue Date (including the aggregate
principal amount of all Indebtedness assumed in connection with any such other acquisition), shall not exceed the greater of $200,000,000
and 20% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Investment
or other acquisition, (B) so long as immediately after giving effect to any such Investment no Event of Default under Section 6.01(a),
(b), (e) or (f) has occurred and is continuing, in an amount not to exceed the amount under Section 4.06(a)(B) that
is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, (C) in an amount not to
exceed the Excluded Contribution Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such
Investment and (D) in an amount not to exceed the Available RP Capacity Amount;


 


(o)            [reserved];


 


(p)            advances
of payroll payments to employees in the ordinary course of business;


 


(q)            Investments
and other acquisitions to the extent that payment for such Investments is made with Equity Interests of the Company; provided that
(i) such amounts used pursuant to this clause (q) shall not increase the Excluded Contribution Amount or be applied to
increase any other basket hereunder and (ii) any amounts used for such an Investment or other acquisition that are not Equity
Interests of the Company shall otherwise be permitted pursuant hereunder;


 






    25


     


    

 


(r)             Investments
of a Subsidiary acquired after the Issue Date or of a Person merged or consolidated with any Subsidiary in accordance with the
provisions of this Indenture to the extent that such Investments were not made in contemplation of or in connection with such acquisition,
merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;


 


(s)             non-cash
Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities,
the security interests of the Holders in the Collateral, taken as a whole, would not be materially impaired;


 


(t)             Investments
consisting of Liens, Indebtedness, consolidation, dispositions and Restricted Payments permitted (other than by reference
to this clause (t)) under Sections 4.05, 4.06, 4.07, 4.09 and 5.01, respectively, in each case, other than by reference to this
clause (t);


 


(u)            additional
Investments; provided that after giving effect to such Investment on a Pro Forma Basis, (A)  the Total Leverage Ratio is less
than or equal to 5.0 to 1.0 and (B) there is no continuing Event of Default;


 


(v)            contributions
to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers
or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Company;


 


(w)            to
the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases,
acquisitions, licenses or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course
of business;


 


(x)             Investments
by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary
pursuant to the definition of “Unrestricted Subsidiary”;


 


(y)            any
Investment in a Similar Business; provided that at the time any such Investment is made, the aggregate outstanding amount of all
Investments made in reliance on this clause (y) together with the aggregate amount of all consideration paid in connection
with all other acquisitions made in reliance on this clause (y) after the Issue Date, shall not exceed the greater of (A) $300,000,000
and (B) 30% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of
such Investment;


 


(z)            Investments
in Unrestricted Subsidiaries; provided that at the time any such Investment is made, the aggregate outstanding amount of all Investments
made in reliance on this clause (z) together with the aggregate amount of all consideration paid in connection with all other
acquisitions made in reliance on this clause (z) after the Issue Date, shall not exceed, when taken together with the aggregate
amount of Investments made after the Issue Date by the Company or any Guarantor in a Restricted Subsidiary that is not a Guarantor
pursuant to clause (c) above, the greater of (A) $300,000,000 and (B) 30% of Consolidated EBITDA for the most recently
ended Test Period after giving Pro Forma Effect to the making of such Investment;


 


(aa)          Investments
in Subsidiaries in the form of receivables and related assets required in connection with a Permitted Receivables Financing (including
the contribution or lending of cash and cash equivalents to Subsidiaries to finance the purchase of such assets from the Company
or other Restricted Subsidiaries or to otherwise fund required reserves);


 


(bb)          Investments
consisting of advances or extensions of credit on terms customary in the industry in the form of accounts or other receivables
incurred or pre-paid film rentals, and loans and advances made in settlement of such accounts receivable; and


 


(cc)          Investments
consisting of refundable construction advances made with respect to the construction of motion picture exhibition theatres in the
ordinary course of business.


 






    26


     


    

 


For purposes of determining compliance
with this definition, in the event that a proposed Investment (or portion thereof) meets the criteria of clauses (a) through
(cc) above (or any sub-clause therein), the Company will be entitled to classify or later reclassify (based on circumstances existing
on the date of such reclassification) such Investment (or portion thereof) between such clauses (a) through (cc) (or any
sub-clause therein), in a manner that otherwise complies with this definition; provided that for the most recently ended Test
Period following the making of any Investment under this definition (other than clause (u) above), if all or any portion
of such Investment could, based on the financial statements for such Test Period, have been made in reliance on clause (u) above,
such Investment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on such
clause (u).


  


“Permitted Liens” means:


 


(i)            Liens
securing Indebtedness incurred under Credit Facilities, including any letter of credit facility relating thereto, that was, at
the time such Indebtedness is deemed to be incurred, permitted or deemed to be permitted to be incurred pursuant to Section 4.05(b)(i);


 


(ii)            Permitted
Encumbrances;


 


(iii)           Liens
existing on the Issue Date (excluding Liens securing Indebtedness pursuant to (x) the Credit Facilities, (y) the Odeon
Credit Agreement or (z) the Notes issued on the Issue Date) and any modifications, replacements, renewals or extensions thereof;
provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property
other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds
and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien
are permitted by Section 4.05;


 


(iv)           Liens
securing Indebtedness permitted under Section 4.05(b)(vi) or Section 4.05(b)(xxviii); provided that (A) such
Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable)
of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed
by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property
(including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such
Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets
subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by
one lender may be cross collateralized to other financings of equipment provided by such lender;


 


(v)            leases,
licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of
the Company and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness;


 


(vi)           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;


 


(vii)          Liens
(A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection
and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff)
and that are within the general parameters customary in the banking industry;


 


(viii)         Liens
(A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in a Permitted Investment to
be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect
to any such Investment or any disposition permitted under this Indenture (including any letter of intent or purchase agreement
with respect to such Investment or disposition), (B) consisting of an agreement to dispose of any property in a disposition
permitted under this Indenture, in each case, solely to the extent such Investment or disposition, as the case may be, would have
been permitted on the date of the creation of such Lien or (C) with respect to escrow deposits consisting of the proceeds
of Indebtedness (and related interest and fee amounts) otherwise permitted pursuant to Section 4.05 in connection with customary
redemption terms relating to escrow arrangements, and contingent on the consummation of any Investment, disposition or Restricted
Payment permitted under this Indenture;


 






    27


     


    

 


(ix)           Liens
on property of any Restricted Subsidiary that is not a Guarantor, which Liens secure Indebtedness of such Restricted Subsidiary
or another Restricted Subsidiary that is not a Guarantor, in each case permitted under Section 4.05;


 


(x)            Liens
granted by a Restricted Subsidiary that is not a Guarantor in favor of the Company or any Guarantor, Liens granted by a Restricted
Subsidiary that is not a Guarantor in favor of Restricted Subsidiary that is not a Guarantor and Liens granted by the Company or
any Guarantor in favor of the Company or any other Guarantor;


 


(xi)           Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a
Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after
the date hereof; provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming
a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect
to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired
property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other
obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property
of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of
multiple financings of equipment provided by any lender, other equipment financed by such lender, it being understood that such
requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition),
and (C) the Indebtedness secured thereby is permitted under Sections 4.05(b)(vi) or 4.05(b)(viii);


 


(xii)          any
interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by the Company
or any of the Restricted Subsidiaries and rights of landlords thereunder;


 


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


 


(xiv)        Liens
deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of “Cash
Equivalents”;


 


(xv)         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;


 


(xvi)        Liens
that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection
with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft
or similar obligations incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (C) relating
to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary
course of business;


 


(xvii)       ground
leases in respect of real property on which facilities owned or leased by the Company or any of the Restricted Subsidiaries are
located;


 


(xviii)      Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(xix)         Liens
on the Collateral securing Indebtedness permitted pursuant to Section 4.05(b)(xxix); provided that, such Liens do not
secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such
holders) shall have entered into the First Lien/Second Lien Intercreditor Agreement which agreement shall provide that the Liens
on the Collateral shall rank junior to the Liens on the Collateral securing the Notes;


 






    28


     


    

 


(xx)          other
Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any
such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall
not exceed the greater of $150,000,000 and 15% of Consolidated EBITDA for the Test Period then last ended;


 


(xxi)         Liens
on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted
hereunder (including Liens on any amounts held by a trustee under any indenture or other debt agreement issued in escrow pursuant
to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary
discharge, redemption or defeasance provisions);


 


(xxii)        Liens
on receivables and related assets incurred in connection with Permitted Receivables Financings;


 


(xxiii)       (A) receipt
of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the
related inventory and proceeds thereof and (B) 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 in the ordinary course of business;


 


(xxiv)       Liens
on cash or Cash Equivalents securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements
of Law;


 


(xxv)        Liens
on equipment of the Company or any Restricted Subsidiary granted in the ordinary course of business to the Company’s or such
Restricted Subsidiary’s client at which such equipment is located;


 


(xxvi)       security
given to a public utility or any municipality or governmental authority when required by such utility or authority in connection
with the operations of such Person in the ordinary course of business;


 


(xxvii)      Liens
securing the Initial Notes;


 


(xxviii)     (A) Liens
on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such
creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and
restrictions for the benefit of, a third party with respect to Equity Interests held by the Company or any Restricted Subsidiary
in joint ventures;


 


(xxix)        with
respect to any Mortgaged Property, the matters listed as exceptions to title on Schedule B of the title policy covering such Mortgaged
Property and the matters disclosed in any survey delivered to the Notes Collateral Agent with respect to such Mortgaged Property;


 


(xxx)         Liens
securing Permitted Refinancing of Indebtedness permitted pursuant to Section 4.05(b)(xxii) (solely with respect to the
Permitted Refinancing of (x) Indebtedness permitted pursuant to clauses (iii)(C), (vi), (viii), (xv), (xxvii), (xxviii) and
(xxix) of Section 4.05(b) or (y) Indebtedness that is secured based on clause (xx) above (without duplication
of any amount outstanding thereunder)); provided that (i) no such Lien extends to any property or asset of the Company
or any Restricted Subsidiary that did not secure the Indebtedness being refinanced other than (A) after-acquired property
that is affixed to or incorporated into the property covered by such Lien and, (B) in the case of any property or assets
financed by Indebtedness or subject to a Lien securing Indebtedness, in each case, permitted by Section 4.05 the terms of
which Indebtedness require or include a pledge of after-acquired property to secure such Indebtedness and related obligations,
any such after-acquired property and (C) the proceeds and products thereof, accessions thereto and improvements thereon and
(ii) if such Liens are consensual Liens that are secured by the Collateral, then the holders of such Indebtedness or their
authorized representative shall enter into or become party to the First Priority Intercreditor Agreement or the First Lien/Second
Lien Intercreditor Agreement, as applicable; and


 






    29


     


    

 


(xxxi)        Liens
securing any Indebtedness incurred pursuant to a Regulatory Debt Facility.


 


“Permitted Receivables Financing”
means receivables securitizations or other receivables financings (including any factoring program) that are non-recourse to the
Company and the Restricted Subsidiaries (except for (a) recourse to any Foreign Subsidiaries that own the assets underlying
such financing (or have sold such assets in connection with such financing), (b) any customary limited recourse or, to the
extent applicable only to an entity other than the Company or any Guarantor, that is customary in the relevant local market, (c) any
performance undertaking or Guarantee, to the extent applicable only to an entity other than the Company or any Guarantor, that
is customary in the relevant local market, and (d) an unsecured parent Guarantee by the Company or a Restricted Subsidiary
that is a parent company of a Foreign Subsidiary of obligations of Foreign Subsidiaries, and, in each case, reasonable extensions
thereof); provided that, with respect to Permitted Receivables Financings incurred in the form of a factoring program, the outstanding
amount of such Permitted Receivables Financing for the purposes of this definition shall be deemed to be equal to the Permitted
Receivables Net Investment for the last Test Period.


 


“Permitted Receivables Net Investment”
means the aggregate cash amount paid by the purchasers under any Permitted Receivables Financing in the form of a factoring program
in connection with their purchase of accounts receivable and customary related assets or interests therein, as the same may be
reduced from time to time by collections with respect to such accounts receivable and related assets or otherwise in accordance
with the terms of such Permitted Receivables Financing (but excluding any such collections used to make payments of commissions,
discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing in the form of a factoring
program which are payable to any Person other than a Company or a Restricted Subsidiary).


 


“Permitted Transferees”
means, with respect to any Person that is a natural person (and any Permitted Transferee of such Person), (a) such Person’s
Immediate Family Members, including his or her spouse, ex-spouse, children, step-children and their respective lineal descendants
and (b) without duplication with any of the foregoing, such Person’s heirs, legatees, executors and/or administrators
upon the death of such Person and any other Person who was an Affiliate of such Person upon the death of such Person and who, upon
such death, directly or indirectly owned Equity Interests in the Company.


 


“Person” means any natural
person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority
or other entity.


 


“Pro Forma Adjustment”
means, for any Test Period, any adjustments to Consolidated EBITDA made in accordance with clauses (b) and (c) of the
definition of that term.


 


“Pro Forma Basis,” “Pro
Forma Compliance” and “Pro Forma Effect” means, with respect to compliance with any test, financial
ratio or covenant hereunder required by the terms of this Indenture to be made on a Pro Forma Basis, that (a) to the extent
applicable, the Pro Forma Adjustment shall have been made and (b) all Specified Transactions and the following transactions
in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior
to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of
the applicable period of measurement in such test, financial ratio or covenant: (i) income statement items (whether positive
or negative) attributable to the property or Person subject to such Specified Transaction, (A) in the case of a disposition
of all or substantially all Equity Interests in any subsidiary of the Company or any division, product line, or facility used
for operations of the Company or any of the Restricted Subsidiaries, shall be excluded, and (B) in the case of an acquisition
or Investment described in the definition of “Specified Transaction” or any New Project shall be included, (ii) any
retirement of Indebtedness, (iii) any Indebtedness incurred or assumed by the Company or any of the Restricted Subsidiaries
in connection therewith (but without giving effect to any simultaneous incurrence of any Indebtedness pursuant to any fixed dollar
basket or Consolidated EBITDA grower basket or under any revolving Credit Facility) and if such Indebtedness has a floating or
formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing
the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination and (iv) Available
Cash shall be calculated on the date of the consummation of the Specified Transaction after giving pro forma effect to such Specified
Transaction (other than, for the avoidance of doubt, the cash proceeds of any Indebtedness the incurrence of which is a Specified
Transaction or that is incurred to finance such Specified Transaction); provided that, without limiting the application
of the Pro Forma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments may be applied to any such
test, financial ratio or covenant solely to the extent that such adjustments are consistent with the definition of “Consolidated
EBITDA” (and subject to the provisions set forth in clause (b) thereof) and give effect to events (including cost savings,
operating expense reductions and synergies) that are (i) (x) directly attributable to such transaction, (y) expected
to have a continuing impact on the Company and any of the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise
consistent with the adjustments comprising the “Pro Forma Adjustment.”


 






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“Pro Forma Disposal Adjustment”
means, for any Test Period that includes all or a portion of a fiscal quarter included in any eight full consecutive quarter period
immediately following the disposal of any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected
by the Company in good faith as a result of contractual arrangements between the Company or any Restricted Subsidiary entered into
with such Sold Entity or Business at the time of its disposal or within such eight quarter period and which represent an increase
or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent
Test Period prior to its disposal.


 


“Pro Forma Entity” means
any Acquired Entity or Business or any Converted Restricted Subsidiary.


 


“Qualified Equity Interests”
means Equity Interests in the Company or any parent of the Company other than Disqualified Equity Interests.


 


“Quotation Agent” means
the Reference Treasury Dealer selected by the Company.


 


“Receivables Subsidiary”
means any Special Purpose Entity established in connection with a Permitted Receivables Financing and any other subsidiary (other
than any Guarantor) involved in a Permitted Receivables Financing which is not permitted by the terms of such Permitted Receivables
Financing to guarantee the Obligations or provide Collateral.


 


“Redeemable Capital Stock”
means any Capital Stock that, either by its terms, by the terms of any security into which it is convertible or exchangeable or
otherwise, is or upon the happening of an event or passage of time would be required to be redeemed prior to the Maturity Date
or is mandatorily redeemable at the option of the holder thereof at any time prior to such Maturity Date (except for any such Capital
Stock that would be required to be redeemed or is redeemable at the option of the holder if the issuer thereof may redeem such
Capital Stock for consideration consisting solely of Capital Stock that is not Redeemable Capital Stock), or is convertible into
or exchangeable for debt securities at any time prior to such Maturity Date at the option of the holder thereof.


 


“Reference Treasury Dealer”
means any three nationally recognized investment banking firms selected by the Company that are primary dealers of Government Securities.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue with respect to the Notes, expressed in each case as a percentage of its
principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day immediately preceding the redemption date.


 


“Regulatory Debt Facility”
means, with respect to the Company or any of its Subsidiaries, one or more Credit Facilities entered into pursuant to the laws,
rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United
States, including the Federal Reserve and other federal bank regulatory agencies) promulgated under the Coronavirus Aid, Relief
and Economic Security Act or any other legislation, regulation, act or similar law in response to, or related to the effect of,
COVID-19, in each case, as amended from time to time.


 






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“Related Business Assets”
means assets (other than cash or Cash Equivalents) used or useful in a Similar Business (which may consist of securities of a
Person, including the Equity Interests of any Subsidiary).


 


“Requirements of Law”
means, with respect to any Person, any statutes, laws, treaties, rules, regulations, official administrative pronouncements, orders,
decrees, writs, injunctions or determinations of any arbitrator or court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


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


 


“Restricted Subsidiary”
means any Subsidiary other than an Unrestricted Subsidiary.


 


“Retained Declined Proceeds”
means the Net Proceeds in respect of any Asset Sale not required to be applied to make a prepayment or to be reinvested under Section 4.16.


 


“S&P” means Standard &
Poor’s Ratings Service or any successor to the rating agency business thereof.


 


“Sale Leaseback” means
any transaction or series of related transactions pursuant to which the Company or any other Restricted Subsidiary (a) sells,
transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part
of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same
purpose or purposes as the property being sold, transferred or disposed of.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Secured Leverage Ratio”
means, on any date, the ratio of (a) Consolidated Secured Debt as of such date to (b) Consolidated EBITDA for the Test
Period as of such date.


 


“Secured Notes Obligations”
means Obligations in respect of the Notes, this Indenture, the Subsidiary Guarantees and the Security Documents relating to the
Notes.


 


“Secured Notes Secured Parties”
means the Trustee, the Notes Collateral Agent and the Holders.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Security Agreement”
means that certain Security Agreement, dated as of the Issue Date, among the Company, the Guarantors and the Notes Collateral Agent.


 


“Security Documents”
means, collectively, the Security Agreement, the First Lien Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement
other security agreements relating to the Collateral and the mortgages and instruments filed and recorded in appropriate jurisdictions
to preserve and protect the Liens on the Collateral (including, without limitation, financing statements under the Uniform Commercial
Code of the relevant states) applicable to the Collateral, each for the benefit of the Notes Collateral Agent, as amended, amended
and restated, modified, renewed, replaced or otherwise modified from time to time.


 


“Senior Credit Facilities”
means the revolving credit facility and the term loan facilities under that certain Credit Agreement, dated April 30, 2013,
and as amended on December 11, 2015, November 8, 2016, May 9, 2017, June 13, 2017, August 14, 2018, April 22,
2019 and April 23, 2020, among the Company, the lenders and issuers party thereto, Citicorp North America, Inc., as administrative
agent and collateral agent, and any related notes, collateral documents, letters of credit, guarantees and other documents, and
any appendices, exhibits or schedules to any of the foregoing, and any amendments, supplements, modifications, extensions, renewals,
restatements, refundings, replacements, exchanges or refinancings thereof, in whole or in part, and any financing arrangements
that amend, supplement, modify, extend, renew, restate, refund, replace, exchange or refinance any part thereof, including, without
limitation, any such amended, supplemented, modified, extended, renewed, restated, refunding, replacement, exchanged or refinancing
financing arrangement that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof or
adds Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender
or group of lenders, investors, holders or otherwise.


 






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“Senior Indebtedness”
means:


 


(1)            all
Indebtedness of the Company or any Guarantor outstanding under the Senior Credit Facilities and the Notes (including interest accruing
on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Company or any Guarantor
(at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest
is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties,
and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Company or
any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar
instruments;


 


(2)            (a) all
Swap Obligations (and all guarantees thereof) and (b) Cash Management Obligations (and guarantees thereof); provided that
such Swap Obligations and Cash Management Obligations, as the case may be, are permitted to be incurred under the terms of this
Indenture;


 


(3)            any
other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument
under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes; and


 


(4)            all
Obligations with respect to the items listed in the preceding clauses (1), (2) and (3); provided, however, that Senior Indebtedness
shall not include:


 


(a)            any
obligation of such Person to the Company or any of its Subsidiaries;


 


(b)            any
liability for federal, state, local or other taxes owed or owing by such Person;


 


(c)            any
accounts payable or other liability to trade creditors arising in the ordinary course of business;


 


(d)            any
Indebtedness or other Obligation of such Person which is subordinate or junior in right of payment to any other Indebtedness or
other Obligation of such Person; or


 


(e)            that
portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.


 


“Senior Leverage Ratio”
means the ratio of (a) Consolidated Senior Debt as of such date to (b) Consolidated EBITDA for the Test Period as of
such date.


 


“Series” has the meaning
given to such term in the First Lien Intercreditor Agreement.


 


“Significant Subsidiary”
means any Restricted Subsidiary that, or any group of Restricted Subsidiaries that, taken together, as of the last day of the fiscal
quarter of the Company most recently ended for which financial statements are available, had revenues or total assets for such
quarter in excess of 10.0% of the consolidated revenues or total assets, as applicable, of the Company for such quarter; provided
that solely for purposes of the Events of Default under Sections 6.01(e) and (f), each Restricted Subsidiary forming part
of such group is subject to an Event of Default under one or more of such clauses.


 


“Silver Lake” means Silver
Lake Alpine, L.P., Silver Lake Partners V, L.P., their Affiliates and any funds, partnerships or other co-investment vehicles managed,
advised or controlled by the foregoing or their respective Affiliates (other than Company and its Subsidiaries or any portfolio
company).


 






    33


     


    

 


“Similar Business” means
any business conducted or proposed to be conducted by the Company and the Restricted Subsidiaries on the Issue Date or any business
that is similar, reasonably related, synergistic, incidental, or ancillary thereto.


 


“Special Purpose Entity”
means a direct or indirect subsidiary of the Company, whose organizational documents contain restrictions on its purpose and activities
and impose requirements intended to preserve its separateness from the Company and/or one or more Subsidiaries of the Company.


 


“Specified Transaction”
means, with respect to any period, any Investment, disposition, incurrence or repayment of Indebtedness, Restricted Payment, subsidiary
designation, New Project or other event that by the terms of this Indenture requires “Pro Forma Compliance” with a
test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis.”


 


“Spot Rate” for a currency
means the rate determined by the administrative agent or issuing bank under the Senior Credit Facilities, as applicable, to be
the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another
currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date one Business Day prior
to the date as of which the foreign exchange computation is made; provided that such administrative agent or issuing bank may obtain
such spot rate from another financial institution designated by the administrative agent or issuing bank if the Person acting in
such capacity does not have as of the date of determination a spot buying rate for any such currency.


 


“subsidiary” of any person
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited
liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


Notwithstanding the foregoing, for purposes
hereof, an Unrestricted Subsidiary shall not be deemed a Subsidiary of the Company other than for purposes of the definition of
 “Unrestricted Subsidiary” unless the Company shall have designated in writing to the Trustee an Unrestricted Subsidiary
as a Subsidiary.


 


“Subsidiary” means any
subsidiary of the Company.


 


“Subsidiary Guarantee”
means, individually, any Guarantee of payment of the Notes and this Indenture by a Guarantor and any supplemental indenture applicable
thereto, and, collectively, all such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed in this Indenture.


 


“Surviving Entity” has
the meaning set forth in Section 5.01.


 


“Swap” means any agreement,
contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Swap Obligation” means,
with respect to any Person, any obligation to pay or perform under any Swap.


 


“Test Period” means,
at any date of determination, the most recently completed four consecutive fiscal quarters of the Company ending on or prior to
such date for which financial statements have been (or were required to have been) delivered pursuant to Section 4.12(a);
provided that prior to the first date financial statements have been delivered pursuant to Section 4.12(a), the Test Period
in effect shall be the period of four consecutive fiscal quarters of the Company ended December 31, 2019.


 


“Total Leverage Ratio”
means, on any date, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Consolidated EBITDA for the Test
Period as of such date.


 






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“Transactions” means,
collectively, (a) the funding of $2,000,000,000 of term loans under the Senior Credit Facilities on April 22, 2019 and
the consummation of the other transactions contemplated by that certain Credit Agreement, dated April 30, 2013, and as amended
on December 11, 2015, November 8, 2016, May 9, 2017, June 13, 2017, August 14, 2018 and April 22,
2019, among the Company, the lenders and issuers party thereto, Citicorp North America, Inc., as administrative agent and
collateral agent, (b) the “Transactions” as defined in the Original Credit Agreement immediately prior to April 22,
2019, (c) the redemption in full of all principal, accrued and unpaid interest, fees and premium of Carmike Cinemas, Inc.’s
6.00% Senior Secured Notes due 2023, assumed by the Company, and the Company’s 5.875% Senior Subordinated Notes due 2022,
(d) the consummation of any other transactions in connection with the foregoing and (e) the payment of the fees and expenses
incurred in connection with any of the foregoing (including the Transaction Costs).


 


“Transaction Costs” means
any fees or expenses incurred or paid by, or attributable to, the Company or any Subsidiary in connection with the Transactions.


 


“Trust Officer” means
any officer within the Corporate Trust Administration department of the Trustee (or any successor group of the Trustee) with direct
responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.


 


“Trustee” means the Person
named as the “Trustee” in the first paragraph of this instrument, until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.


 


“U.S. Dollars,” “United
States Dollars,” “US$” and the symbol “$” each mean currency of the United States
of America.


 


“UCC” or “Uniform
Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided,
however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Note Collateral
Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect
in a U.S. jurisdiction other than the State of New York, the term “UCC” means the Uniform Commercial Code as in effect,
at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for
purposes of definitions relating to such provisions.


 


“Unrestricted Subsidiary”
means (a) any Subsidiary designated by the Company as an Unrestricted Subsidiary, as provided below, and (b) any Subsidiary
of any such Unrestricted Subsidiary.


 


The Company may at any time designate any
Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided
that immediately before and after such designation on a Pro Forma Basis as of the end of the most recent Test Period, no Event
of Default under Sections 6.01(a), (b), (e) or (f) shall have occurred and be continuing. The designation of any Subsidiary
as an Unrestricted Subsidiary shall constitute an Investment by the Company therein at the date of designation in an amount equal
to the Fair Market Value of the Company’s or its Subsidiary’s (as applicable) investment therein. The designation of
any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any
Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the
Company or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the
Fair Market Value at the date of such designation of the Company’s or its Subsidiary’s (as applicable) Investment in
such Subsidiary.


 


As of the Issue Date, each of Centertainment
Development, Inc., a Delaware corporation and AMC Theatres of UK Limited is hereby designated as an Unrestricted Subsidiary.


 


“Vehicles” means all
railcars, cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title
law of any state and all tires and other appurtenances to any of the foregoing.


 






    35


     


    

 


“Voting Stock” of a
Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding
and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof.


 


“Wanda Group” means Dalian
Wanda Group Co., Ltd., a Chinese private conglomerate and any of its Affiliates.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products
obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to
the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal
amount of such Indebtedness.


 


“Wholly Owned Subsidiary”
of any Person means a Subsidiary of such Person, all of the Capital Stock (other than directors’ qualifying shares) or other
ownership interests of which shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person
or by such Person and one or more Wholly Owned Subsidiaries of such Person.


 


Section 1.02.         Other
Definitions.


 
	Term
	 	Defined
                                         in Section
	 
	“Acceptable Commitment”	 	4.16	 
	“Action”	 	12.08	 
	“Additional Notes”	 	Preamble and Exhibit A	 
	“Advance Offer”	 	4.16	 
	“Advance Portion”	 	4.16	 
	“Applicable Proceeds”	 	4.16	 
	“Asset Sale Proceeds Application Period”	 	4.16	 
	“CERCLA”	 	12.08	 
	“Change of Control Offer”	 	4.11	 
	“Change of Control Payment”	 	4.11	 
	“Change of Control Payment Date”	 	4.11	 
	“Commitment Application Period”	 	4.16	 
	“covenant defeasance option”	 	8.01	 
	“Depository”	 	Exhibit A	 
	“Event of Default”	 	6.01	 
	“Excess Proceeds”	 	4.16	 
	“Global Note”	 	Exhibit A	 
	“Guarantor Obligations”	 	11.01	 
	“legal defeasance option”	 	8.01	 
	“Legal Holiday”	 	13.08	 
	“Offer Amount”	 	3.08	 
	“Offer Period”	 	3.0	 
	“OID”	 	2.01	 
	“Pari Passu Indebtedness”	 	4.16	 
	“Paying Agent”	 	2.04	 
	“Permitted Refinancing”	 	4.05	 
	“Purchase Date”	 	3.08	 
	“QIB”	 	Exhibit A	 
	“Refinancing Indebtedness”	 	4.05	 
	“Registrar”	 	2.04	 
	“Restricted Payments”	 	4.06(a)	
	“Second Change of Control Payment Date”	 	4.11	 
	“Security Document Order”	 	12.08	 
	“Securities Custodian”	 	Exhibit A	 
	“Surviving Entity”	 	5.01	 
	“withdrawal deadline”	 	4.11	 


 






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Section 1.03.         Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture refers to a provision
of the Trust Indenture Act of 1939, as amended (“TIA”) , the provision is incorporated by reference in and made
a part of this Indenture.


 


The following Trust Indenture Act term used
in this Indenture has the following meaning:


 


“obligor” on the Notes and the
Subsidiary Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Subsidiary
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. Notwithstanding any other provision in this Indenture, no obligation
or requirement under the Trust Indenture Act shall be applicable to the Company or any Guarantor.


 


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)            “including”
means including without limitation;


 


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


 


(f)            unsecured
Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness; and


 


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


 


Section 1.05.         Limited
Condition Transactions.


 


In connection with
any action being taken solely in connection with a Limited Condition Transaction, for purposes of:


 


(i)     determining
compliance with any provision of this Indenture which requires the calculation of any financial ratio;


 


(ii)    determining
whether a Default or Event of Default shall have occurred and be continuing (or any subset of Defaults or Events of Default); or


 


(iii)   testing
availability under baskets set forth in this Indenture (including baskets measured as a percentage of Consolidated EBITDA or Consolidated
Total Assets or by reference to Section 4.06(a)(B) or the Excluded Contribution Amount);


 






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in each case, at the option of the Company
(the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”),
with such option to be exercised on or prior to the date of execution of the definitive agreements related to such Limited Condition
Transaction, the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive
agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving
Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including
any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most
recent Test Period ending prior to the LCT Test Date, the Company could have taken such action on the relevant LCT Test Date in
compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.


 


For the avoidance of
doubt, if the Company has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as
of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated
EBITDA of the Company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant
transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations; however,
if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized. If
the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation
of the incurrence ratios subject to the LCT Election on or following the relevant LCT Test Date and prior to the earlier of (i) the
date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited
Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket
shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection
therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.


 


Section 1.06.         Certain Compliance Determinations.


 


(a)            Notwithstanding
anything to the contrary herein, for purposes of determining compliance with any test or utilization of any basket contained in
this Indenture, Consolidated EBITDA, Consolidated Total Assets, the Total Leverage Ratio, the First Lien Leverage Ratio, the Senior
Leverage Ratio and the Secured Leverage Ratio shall be calculated on a Pro Forma Basis to give effect to all Specified Transactions
that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with
the event for which the calculation is made and to the extent the proceeds of any new Indebtedness are to be used to repay other
Indebtedness (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge or pursuant to escrow or similar
arrangements) no later than 60 days following the incurrence of such new Indebtedness, the Company shall be permitted to give Pro
Forma Effect to such repayment of Indebtedness.


 


(b)            For
purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial
ratio or test (including, without limitation, any First Lien Leverage Ratio test, any Senior Leverage Ratio test, any Secured Leverage
Ratio test and/or any Total Leverage Ratio test, the amount of Consolidated EBITDA and/or Consolidated Total Assets), such financial
ratio or test shall be calculated at the time such action is taken (subject to Section 1.05), such change is made, such transaction
is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely
as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such
transaction is consummated or such event occurs, as the case may be.


 


(c)            Notwithstanding
anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance
on a provision in any covenant (including any constituent definition thereof) of this Indenture that does not require compliance
with a financial ratio or test (including, without limitation, any First Lien Leverage Ratio test, any Senior Leverage Ratio test,
any Secured Leverage Ratio test and/or any Total Leverage Ratio test) (any such amounts, the “Fixed Amounts”)
substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of
this Indenture that requires compliance with a financial ratio or test (including, without limitation, any First Lien Leverage
Ratio test, any Senior Leverage Ratio test, any Secured Leverage Ratio test and/or any Total Leverage Ratio test) (any such amounts,
the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in
the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.


 


(d)            Notwithstanding
anything herein to the contrary, for purposes of any determination under this Indenture expressly requiring the use of a current
exchange rate, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than dollars shall
be translated into dollars at the Spot Rate (or, if such determination is calculated under the Senior Credit Facilities at the
Exchange Rate, such Exchange Rate) (rounded to the nearest currency unit, with 0.5 or more of a currency unit being rounded upward);
provided, however, that for purposes of determining compliance with respect to the amount of any Indebtedness, Investment,
disposition or Restricted Payment in a currency other than dollars, no Default or Event of Default shall be deemed to have occurred
solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or disposition
or Restricted Payment made; provided, further, that, for the avoidance of doubt, this Section 1.06 shall otherwise apply to
such provisions, including with respect to determining whether any Indebtedness or Investment may be incurred or disposition or
Restricted Payment made at any time under such provisions. For purposes of any determination of Consolidated Total Debt, amounts
in currencies other than dollars shall be translated into dollars at the currency exchange rates used in preparing the most recently
delivered financial statements pursuant to Section 4.12 (or, prior to the first such delivery, the most recent internally
available financial statements).


 






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ARTICLE II


 


The Notes


 


Section 2.01.         Amount
of Notes; Issuable in Series.


 


As provided for in Exhibit A
hereto, the aggregate principal amount of the Notes which may be authenticated and delivered under this Indenture is unlimited.
All Notes shall be substantially identical in all respects other than issue prices, issuance dates, first interest payment amount,
first interest payment date and denominations. Additional Notes may be issued from time to time by the Company without notice to
or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes; provided, such
Additional Notes will not be issued with the same CUSIP number as the Initial Notes unless such Additional Notes are fungible with
the Initial Notes for U.S. federal income tax purposes; provided, further, that the Company’s ability to issue Additional
Notes shall be subject to the Company’s compliance with Section 4.05 and Section 4.07. All Notes issued under this
Indenture shall be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and
offers to purchase.


 


Subject to Section 2.03, the Trustee
shall authenticate the Initial Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000. With
respect to any Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of
or in exchange for, or in lieu of, Initial Notes pursuant to Section 2.07, 2.09 or 3.06 or Exhibit A), there
shall be established in or pursuant to a resolution of the Board of Directors, and subject to Section 2.03, set forth, or
determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of such Notes:


 


(a)            whether
such Notes shall be issued as part of a new or existing series of Notes and the title of such Notes (which shall distinguish the
Notes of the series from Notes of any other series);


 


(b)            the
aggregate principal amount of such Notes that may be authenticated and delivered under this Indenture (which shall be calculated
without reference to any Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes of the same series pursuant to Section 2.07, 2.09 or 3.06 or Exhibit A or any Notes which, pursuant
to Section 2.03, are deemed never to have been authenticated and delivered hereunder);


 


(c)            the
issue price and issuance date of such Notes, including the date from which interest on such Notes shall accrue; and


 


(d)            if
applicable, that such Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the
respective depositories for such Global Notes, the form of any legend or legends that shall be borne by any such Global Notes
in addition to or in lieu of that set forth in Appendix I to Exhibit A and any circumstances in addition to or in
lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Notes may be exchanged in whole
or in part for Notes registered, and any transfer of such Global Notes in whole or in part may be registered, in the name or names
of Persons other than the depository for such Global Note or a nominee thereof.


 






    39


     


    

 


If any of the terms of any series are established
by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified
by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate or the trust indenture supplemental hereto setting forth the terms of the series.


 


Section 2.02.         Form and
Dating.


 


Provisions relating to the Notes are set
forth in Exhibit A, which is hereby incorporated in and expressly made part of this Indenture. The Notes of each series and
the Trustee’s certificate of authentication shall be substantially in the form of Appendix I to Exhibit A which
is hereby incorporated in and expressly made a part of this Indenture. Without limiting the generality of the foregoing, Notes
offered and sold to QIBs in reliance on Rule 144A shall include the form of assignment set forth in Appendix I to Exhibit A
and Notes offered and sold in offshore transactions in reliance on Regulation S (other than Initial Notes offered on the Issue
Date) shall include the form of certificate set forth in Exhibit B. The Notes of each series may have notations, legends
or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage; provided
that any such notation, legend or endorsement is in a form reasonably acceptable to the Company. Each Notes shall be dated
the date of its authentication. The terms of the Notes of each series set forth in Appendix I to Exhibit A are part
of the terms of this Indenture.


 


Section 2.03.
         Execution and Authentication.


 


Two Officers shall sign the Notes for the
Company by manual, electronic or facsimile signature.


 


If an Officer whose signature is on a Note
no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Additional Notes executed by the Company to the Trustee for
authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication
and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver
such Notes.


 


A Note shall not be valid until an authorized
signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee may appoint an authenticating
agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating
agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for
service of notices and demands.


 


The Trustee shall not be required to authenticate
such Notes if the issue thereof will adversely affect the Trustee’s own rights, duties, indemnities or immunities under the
Notes and this Indenture.


 


Section 2.04.         Registrar
and Paying Agent.


 


The Company shall maintain an office or
agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office
or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register
of the Notes and of their transfer and exchange. The Company may have one or more registrars for so long as the Notes are held
in registered form, and one or more co-registrars. The initial Paying Agent will be U.S. Bank National Association, in New York.


 






    40


     


    

 



 


The initial Registrar and transfer agent
for the Notes will be U.S. Bank National Association in New York. The Registrars and the transfer agents will maintain a register
reflecting ownership of Notes in the form of Definitive Notes (as defined in Exhibit A) outstanding from time to time, if
any, and will make payments on and facilitate transfers of Definitive Notes on behalf of the Company. Each transfer agent shall
perform the functions of a transfer agent.


 


The Company may change any Paying Agent,
Registrar or transfer agent for the Notes without prior notice to the Holders of the Notes. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar in respect of the Notes.


 


The Company shall enter into an appropriate
agency agreement with any Registrar, Paying Agent or transfer agent not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any
such agent. If the Company fails to maintain a Registrar, Paying Agent or transfer agent, the Trustee shall act as such and shall
be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestic Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or transfer agent.


 


Section
2.05.         Paying Agent To Hold Money in Trust.
Prior to each due date of the principal and interest on any Note, the Company shall deposit with the Paying Agent for such
Note a sum sufficient to pay such principal and interest so becoming due. The Company shall require each Paying Agent (other
than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee
all money held by such Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of
any default by the Company or any Guarantor in making any such payment. If the Company or a domestic Wholly Owned Subsidiary
acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by such Paying Agent. Upon complying with this Section, the Paying Agent (if other than the Company or a domestic
Wholly Owned Subsidiary) shall have no further liability for the money delivered to the Trustee.


 


Section 2.06.        Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company on its own behalf and on the behalf of each of the Guarantors shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and addresses of Holders and the Company and the Guarantors
shall otherwise comply with TIA Section 312(a).


 


Section 2.07.         Replacement
Notes. If a mutilated security is surrendered to a Registrar or if the Holder of a Note claims that such Note has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the
Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of
the Company and the Trustee to protect the Company, the Trustee, the Paying Agent for such Note, the Registrar for such Note and
any co-registrar from any loss which any of them may suffer if a Note is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Note.


 


Every replacement Note is an additional
obligation of Company.


 


Section 2.08.        Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation and those described in this Section as not outstanding. A Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.


 


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


 






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


 


Section 2.09.        Temporary
Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers
appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive
Notes and deliver them in exchange for temporary Notes. After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Company for
that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Notes, the Company shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one
or more definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as a Holder of definitive Notes.


 


Section 2.10.        Cancellation.
The Company at any time may deliver Notes to the Trustee for cancellation. Any Registrar and any Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall
cancel (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer,
exchange, payment or cancellation and deliver cancelled Notes to the Company upon a written direction of the Company. Except as
expressly permitted herein, the Company may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee
for cancellation.


 


If the Company or any Guarantor acquires
any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes
unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.10. The Company may not
issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection
with a registration of transfer or exchange of such Notes.


 


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


 


Section 2.11.        Defaulted
Interest. If the Company defaults in a payment of interest on the Notes, the Company shall pay the defaulted interest
(plus interest on such defaulted interest at the rate borne by the Notes to the extent lawful) in any lawful manner. The Company
shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Notes and the date (not less
than 30 days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same
time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as in
this clause provided. Thereupon the Trustee shall fix a record date (the “Special Record Date”) for the payment
of such defaulted interest, which date shall be not more than 15 days and not less than 10 days prior to the Special Interest
Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall cause notice
of the proposed payment of such defaulted interest and the Special Record Date and Special Interest Payment Date therefor to be
given in the manner provided for in Section 13.02, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such defaulted interest and the Special Record Date and Special Interest Payment Date therefor having been
so given, such defaulted interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or
their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be
payable.


 






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The Company may make payment of any defaulted
interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing provisions of this
Section, 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 2.12.        CUSIP
Numbers or ISINs. The Company in issuing the Notes may use “CUSIP” numbers, “ISINs” or other similar
numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, “ISINs” or other
similar numbers in notices of redemption as a convenience to Holders; provided, however, that neither the Company
nor the Trustee shall have any responsibility for any defect in the “CUSIP” number, “ISIN” or other similar
number that appears on any Note, check, advice of payment or redemption notice, and any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption 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 Company shall promptly notify the Trustee in writing of any change
in the CUSIP number, ISIN or other similar numbers.


 


Section 2.13.        Computation
of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


ARTICLE III


 


Redemption


 


Section 3.01.        Notices
to Trustee. If the Company elects to redeem Notes pursuant to paragraph 6 of the Notes, it shall notify the Trustee in
writing of the redemption date, the principal amount of Notes to be redeemed, the redemption price and that such redemption is
being made pursuant to paragraph 6 of the Notes.


 


The Company shall give notice to the Trustee
provided for in this Section 3.01 at least 2 Business Days before the redemption date unless the Trustee consents to a shorter
period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.


 


Section 3.02.        Selection
of Notes To Be Redeemed. If less than all the Notes are to be redeemed at any time, not more than 60 days prior to the
redemption date, the Trustee or the Registrar, as applicable, in accordance with the customary procedures of the Depository, shall
select the Notes to be redeemed pro rata, and if the Depository prescribes no method of selection, then, by lot or by any other
method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee or the Registrar,
as applicable, in its sole discretion deems fair and appropriate and in accordance with methods generally used at the time of
selection by fiduciaries in similar circumstances. The Trustee or the Registrar, as applicable, shall make the selection from
outstanding Notes not previously called for redemption. The Trustee or the Registrar, as applicable, may select for redemption
portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee or the Registrar,
as applicable, selects shall be in amounts of $2,000, or an integral multiple of $1,000, (but in any event not less than $2,000).
Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.
The Trustee or the Registrar, as applicable, shall notify the Company promptly of the Notes or portions of Notes to be redeemed.
The Trustee shall not be liable for selection made by it under this Section.


 






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Section 3.03.        Notice
of Redemption. At least 10 days but not more than 60 days before a date for optional redemption of Notes pursuant to paragraph
6 of the Notes, the Company shall send a notice of redemption electronically or by first-class mail, with a copy to the Trustee,
to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures
of DTC. Notice of any optional redemption upon any Equity Offering may be given prior to the completion of the related Equity
Offering. Any redemption and notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one
or more conditions precedent, including, but not limited to, consummation of any related Equity Offering. In addition, if such
redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s
discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by
the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or
all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or
by the redemption date so delayed. The Company may provide in such notice that payment of the redemption price and performance
of the Company’s obligations with respect to such redemption may be performed by another Person.


 


The notice shall identify the Notes (or
portion thereof) to be redeemed (including CUSIP numbers if any) and shall state:


 


(a)            the
redemption date;


 


(b)            the
redemption price;


 


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


 


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


 


(e)            if
fewer than all the outstanding Notes are to be redeemed, or if a Note is to be redeemed in part only, the identification and principal
amounts of the particular Notes (or portion thereof) to be redeemed;


 


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


 


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


 


(h)            any
conditions to such redemption.


 


At the Company’s written request,
the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event,
the Company shall provide the Trustee with the information required by this Section at least 2 Business Days before the redemption
date, unless the Trustee consents to a shorter period.


 


Section 3.04.         Effect
of Notice of Redemption. Once notice of redemption is sent in accordance with Section 3.03, Notes called for redemption
become due and payable on the redemption date or purchase date, as applicable, and at the redemption price or purchase price,
as applicable, stated in the notice, unless such redemption or purchase is conditioned on the happening of a future event. The
notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price or purchase price, as applicable,
stated in the notice, plus accrued and unpaid interest to the redemption date or purchase date (subject to the right of Holders
of record on the relevant record date to receive interest due on the related interest payment date that is on or prior to the
redemption date or repurchase date, as applicable). Subject to Section 3.05, on and after the redemption date or the purchase
date, unless the Company defaults in payment of the redemption or purchase price, interest shall cease to accrue on Notes or portions
of Notes called for redemption, unless such redemption or purchase remains conditioned on the occurrence of a future event that
has not occurred. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice
to any other Holder.


 






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Section 3.05.        Deposit
of Redemption Price. Prior to noon, New York City time, on the redemption date or purchase date, the Company shall deposit
with the Paying Agent (or, if the Company or a domestic Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the redemption price or purchase price of and accrued and unpaid interest (subject to the right
of Holders of record on the relevant record date to receive interest due on the related interest payment date that is on or prior
to the redemption date or purchase date) on all Notes to be redeemed or purchased on that date other than Notes or portions of
Notes called for redemption that have been delivered by the Company to the Trustee for cancellation.


 


Section 3.06.        Notes
Redeemed in Part. Upon surrender and cancellation of a Note that is redeemed in part, the Company shall execute and the
Trustee shall authenticate for the Holder (at the Company’s expense) a new Note equal in principal amount to the unredeemed
portion of the Note surrendered. It is understood that, notwithstanding anything in this Indenture to the contrary, only a written
request or order signed on behalf of the Company by an Officer and delivered to the Trustee and not an Opinion of Counsel or Officer’s
Certificate is required for the Trustee to authenticate such new Notes.


 


Section 3.07.        Mandatory
Redemption. The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to
the Notes.


 


Section 3.08.        Offers
to Repurchase by Application of Excess Proceeds.


 


(a)            In
the event that, pursuant to Section 4.16, the Company shall be required to commence an Asset Sale Offer or elects to commence
an Advance Offer, it shall follow the procedures specified below.


 


(b)            The
Asset Sale Offer or Advance Offer, as the case may be, shall remain open for a period of at least 20 Business Days following its
commencement (the “Offer Period”). No later than five Business Days after the termination of the Offer Period
(the “Purchase Date”), the Company shall apply all Excess Proceeds (or in the case of an Advance Offer, the
Advance Portion) (the “Offer Amount”), to the purchase of Notes and, if required or permitted by the terms of
any other First Lien Obligations and/or, to the extent that the assets or property disposed of in the Asset Sale were not Collateral,
Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes
and, if applicable, First Lien Obligations and/or other Pari Passu Indebtedness tendered in response to the Asset Sale Offer or
Advance Offer, as the case may be. Payment for any Notes so purchased shall be made in the same manner as 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,
if any, up to but excluding the Purchase Date, shall be paid on the Purchase Date 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 or Advance Offer, as the case may be.


 


(d)            Upon
the commencement of an Asset Sale Offer or an Advance Offer, as the case may be, the Company shall send, electronically or 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 or Advance Offer, as the case may be. The Asset Sale Offer
or Advance Offer, as the case may be, shall be made to all Holders and, if required or permitted by the terms thereof, holders
of other First Lien Obligations and, to the extent that the assets and property disposed of in the Asset Sale were not Collateral,
any other Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer or Advance Offer, as the case
may be, shall state:


 


(i)             that
the Asset Sale Offer or Advance Offer, as the case may be, is being made pursuant to this Section 3.08 and Section 4.16
and the length of time the Asset Sale Offer or Advance Offer, as the case may be, shall remain open;


 






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


 


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


 


(iv)           that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset
Sale Offer or Advance Offer, as the case may be, shall cease to accrue interest after the Purchase Date;


 


(v)            that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or an Advance Offer,
as the case may be, may elect to have Notes purchased in amounts of $1,000 or whole multiples of $1,000 in excess thereof
only;


 


(vi)           that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Advance Offer, as the case may be, 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 Company, DTC, if appointed by the Company, or a Paying Agent at the address specified
in the notice at least three days before the Purchase Date;


 


(vii)          that,
if the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, other First Lien Obligations
and, to the extent that the assets and property disposed of in the Asset Sale were not Collateral, other Pari Passu Indebtedness,
in each case, surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes (subject to applicable
DTC procedures as to Global Notes) and the Company or the representative of such other First Lien Obligations and such other Pari
Passu Indebtedness shall select such other First Lien Obligations and Pari Passu Indebtedness to be purchased or repaid on a pro
rata basis based on the accreted value or principal amount of the Notes or such other First Lien Obligations and such other
Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations
of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased; provided that no Notes of $2,000 or less
can be redeemed or purchased in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding
amount of Notes of such Holder, even if not a multiple of $1,000, shall be redeemed or purchased); and


 


(viii)         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 Company 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 Advance
Offer, as the case may be, 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
Company, DTC 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 Company for purchase, and the Company 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 a principal amount of $2,000
or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company
to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer or Advance Offer, as the case may
be, on or as soon as practicable after the Purchase Date.


 






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Other than as specifically provided in this
Section 3.08 or Section 4.16, any purchase pursuant to this Section 3.08 shall be made pursuant to the applicable
provisions of Sections 3.01 through 3.07.


 


ARTICLE IV


 


Covenants


 


Section 4.01.         Payment
of Notes. The Company shall promptly pay the principal of, premium, if any, and interest on the Notes, in immediately
available funds, on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest
shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture
money sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.


 


The Company shall pay interest on overdue
principal at the rate specified therefore in the Notes, and it shall pay interest on overdue installments of interest at the rate
borne by the Notes to the extent lawful.


 


Section 4.02.         [Reserved].


 


Section 4.03.         Payment
of Taxes and Other Claims. The Company will, and will cause each Restricted Subsidiary to, pay its obligations in respect
of taxes before the same shall become delinquent or in default, except where the failure to make payment could not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


Section 4.04.         Maintenance
of Properties. The Company will, and will cause each Restricted Subsidiary to, keep and maintain all property material
to the conduct of its business in good working order and condition (ordinary wear and tear excepted), except where the failure
to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 4.05.         Limitation
on Indebtedness and Certain Equity Securities.


 


(a)            The
Company will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness;
provided, however, that the Company or any such Restricted Subsidiary may incur Indebtedness if after giving effect to the incurrence
of such Indebtedness on a Pro Forma Basis the Senior Leverage Ratio is equal to or less than 3.50 to 1.0.


 


(b)            The
provisions of Section 4.05(a) shall not apply to:


 


(i)             Indebtedness
under Credit Facilities by the Company and the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’
acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to
the face amount thereof), up to an aggregate outstanding principal amount not to exceed the sum of (x) $2,250.0 million plus
(y) the greater of (i) $700.0 million less the aggregate principal amount of the Notes issued on the Issue Date and (ii) 75%
of Consolidated EBITDA for the Test Period then ended plus (z) an additional amount such that, after giving Pro Forma Effect
to the incurrence of such additional amount and the application of the proceeds therefrom, the First Lien Leverage Ratio would
be no greater than 3.00 to 1.00, provided that for purposes of determining the amount that may be incurred under clause (i)(z),
all Indebtedness incurred under this clause (i) shall be deemed to be included in clause (a) of the definition of “First
Lien Leverage Ratio”;


 


(ii)            Indebtedness
represented by the Notes (but excluding any Additional Notes);


 


(iii)           Indebtedness
(A) outstanding on the Issue Date (other than Indebtedness described in clauses (i) or (ii) above), (B) that
is intercompany Indebtedness among the Company and/or the Restricted Subsidiaries outstanding on the Issue Date, (C) Indebtedness
under the Odeon Credit Agreement, (D) Indebtedness under the 2024 Subordinated Sterling Notes, (E) Indebtedness under
the 2024 Senior Unsecured Convertible Notes, (F) Indebtedness under the 2025 Subordinated Notes, (G) Indebtedness under
the 2026 Subordinated Dollar Notes and (H) Indebtedness under the 2027 Subordinated Notes;


 






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(iv)          Guarantees
by the Company and the Restricted Subsidiaries in respect of Indebtedness of the Company or any Restricted Subsidiary not otherwise
prohibited by any other provision of this Indenture; provided that (A) such Guarantee is otherwise permitted under
this Indenture, (B) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted
Subsidiary shall have also provided a Guarantee of the Notes and (C) if the Indebtedness being Guaranteed is subordinated
to the Notes, such Guarantee shall be subordinated to the Guarantee of the Notes on terms at least as favorable to Holders as those
contained in the subordination of such Indebtedness;


 


(v)           Indebtedness
of the Company or of any Restricted Subsidiary owing to any other Restricted Subsidiary or the Company to the extent not otherwise
prohibited by any other provision of this Indenture; provided that all such Indebtedness of the Company or any Guarantor
owing to any Restricted Subsidiary that is not a Guarantor shall be subordinated to the Notes (but only to the extent permitted
by applicable law and not giving rise to material adverse tax consequences);


 


(vi)          (A) Indebtedness
(including Capital Lease Obligations and purchase money Indebtedness (including Indebtedness in respect of mortgage, industrial
revenue bond, industrial development bond and similar financings)) of the Company or any of the Restricted Subsidiaries financing
the acquisition, construction, repair, replacement or improvement of fixed or capital assets (whether through the direct purchase
of property or any Person owning such property); provided that such Indebtedness is incurred concurrently with or within
270 days after the applicable acquisition, construction, repair, replacement or improvement;


 


(vii)         Indebtedness
in respect of Swap Agreements (other than Swap Agreement entered into for speculative purposes);


 


(viii)        Indebtedness
of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated
with or into the Company or a Restricted Subsidiary) after the date hereof as a result of an acquisition or Investment, in each
case not prohibited by any other provision of this Indenture, or Indebtedness of any Person that is assumed the Company or any
Restricted Subsidiary in connection with an acquisition of assets by the Company or such Restricted Subsidiary not prohibited by
any other provision of this Indenture up to an aggregate outstanding principal amount (when aggregated with the aggregate principal
amount of Refinancing Indebtedness incurred pursuant to clause (xxii) of this Section 4.05(b) in respect of such
Indebtedness then outstanding) not to exceed, except as contemplated by clause (xxii) of this Section 4.05(b), an amount
such that, after giving Pro Forma Effect to the assumption of such Indebtedness and such acquisition or Investment, the Secured
Leverage Ratio is equal to or less than 6.00 to 1.00; provided that such Indebtedness is not incurred in contemplation of
such acquisition or Investment;


 


(ix)           Indebtedness
in respect of Permitted Receivables Financing;


 


(x)            Indebtedness
representing deferred compensation to employees, consultants and independent contractors of the Company and the Restricted Subsidiaries
incurred in the ordinary course of business;


 


(xi)           Indebtedness
consisting of unsecured promissory notes issued by the Company or any Guarantor to current or former officers, directors and employees
or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests in the Company
(or any direct or indirect parent thereof) permitted by Section 4.06;


 


(xii)          Indebtedness
constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments (including earnout
or similar obligations) incurred in connection with any acquisition, Investment or disposition, in each case not prohibited
by any other provision of this Indenture;


 






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(xiii)         Indebtedness
consisting of obligations under deferred compensation or other similar arrangements incurred in connection with the Transactions
or any acquisition or Investment permitted under this Indenture;


 


(xiv)        Cash
Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements and
Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against
insufficient funds, (including 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 Company and their Restricted Subsidiaries with such banks or financial institutions
that arises in connection with ordinary banking arrangements to manage cash balances of the Company and their Restricted Subsidiaries);


 


(xv)          Indebtedness
of the Company and the Guarantors; provided that at the time of the incurrence thereof and after giving Pro Forma Effect
thereto, the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xv) (when aggregated with
the aggregate principal amount of Refinancing Indebtedness incurred pursuant to clause (xxii) of this Section 4.05(b) in
respect of such Indebtedness then outstanding) shall not exceed, except as contemplated by clause (xxii) of this Section 4.05(b),
the greater of $400,000,000 and 40% of Consolidated EBITDA for the most recently ended Test Period as of such time;


 


(xvi)         Indebtedness
consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements,
in each case, in the ordinary course of business;


 


(xvii)        Indebtedness
incurred by the Company or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’
acceptances or similar instruments issued or created, or related to obligations or liabilities incurred, in the ordinary course
of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty
or liability insurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims;


 


(xviii)       obligations
in respect of performance, bid, appeal and surety bonds and performance, bankers acceptance facilities and completion guarantees
and similar obligations provided by the Company or any of the Restricted Subsidiaries or obligations in respect of letters of credit,
bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past
practice;


 


(xix)         unsecured
Indebtedness of the Company that (a) is expressly subordinated to the prior payment in full in cash of the Notes on terms
and conditions no less favorable, in any material respect, to Holders than the terms and conditions set forth in the 2027 Subordinated
Note Indenture, (b) will not mature prior to the date that is 91 days after the Maturity Date, (c) has no scheduled amortization
or payments of principal prior to the Maturity Date and (d) has covenant, default and remedy provisions no more restrictive,
or mandatory prepayment or repurchase provisions no more onerous or expansive in scope on the Company and its Restricted Subsidiaries,
taken as a whole, than those set forth in the 2027 Subordinated Note Indenture; provided, that (i) both immediately
prior to and after giving effect thereto, no Event of Default shall exist or result therefrom and (ii) on a Pro Forma Basis,
the Secured Leverage Ratio is equal to or less than 6.00 to 1.00 after giving effect to the incurrence or issuance of such Indebtedness;


 


(xx)          [reserved];


 


(xxi)         Indebtedness
supported by a letter of credit, bank guarantee or similar instrument permitted by this Section 4.05 in a principal amount
not to exceed the face amount of such letter of credit, bank guarantee or such other instrument;





 






    49 


     


    

 


(xxii)        any
modification, refinancing, refunding, renewal or extension (a “Permitted Refinancing”) of all or any portion
of Indebtedness incurred under Section 4.05(a) or any of clauses (ii), (iii), (vi), (viii), (xv), (xix), (xxii), (xxvii),
(xxviii) and (xxix) of this Section 4.05(b) (the Indebtedness incurred in respect of such Permitted Refinancing,
 “Refinancing Indebtedness”); provided that:


 


(A) the principal amount (or accreted value, if
applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of such Indebtedness so modified, refinanced,
refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid,
and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount
equal to any existing revolving commitments unutilized thereunder to the extent that the portion of any existing and unutilized
revolving commitment being refinanced was permitted to be drawn immediately prior to such refinancing and such drawing shall be
deemed to have been made,


 


(B) other than with respect to a Permitted Refinancing
in respect of Indebtedness permitted pursuant to Section 4.05(a) and clauses (ii), (iii)(A), (vi), (viii), (xix), (xxvii) of
(xxviii) of this Section 4.05(b), Indebtedness resulting from such modification, refinancing, refunding, renewal
or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed
or extended (other than customary bridge loans),


 


(C) if the Indebtedness being modified, refinanced,
refunded, renewed or extended is subordinated in right of payment to the Notes, Indebtedness resulting from such modification,
refinancing, refunding, renewal or extension is subordinated in right of payment to the Notes on terms at least as favorable to
Holders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended.


 


For the avoidance of doubt, it is understood that a
Permitted Refinancing may constitute a portion of an issuance of Indebtedness in excess of the amount of such Permitted Refinancing;
provided that such excess amount is otherwise permitted to be incurred under this Section 4.05. For the avoidance of doubt,
it is understood and agreed that a Permitted Refinancing includes successive Permitted Refinancings of the same Indebtedness.


 


(xxiii)       [reserved];


 


(xxiv)       [reserved];


 


(xxv)        additional
Indebtedness in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and
the use of the proceeds thereof, not to exceed 200% of the aggregate amount of direct or indirect equity investments in cash or
Cash Equivalents in the form of common Equity Interests or Qualified Equity Interests received by the Company or any Parent Entity
(to the extent contributed to the Company in the form of common Equity Interests or Qualified Equity Interests) to the extent not
included as an Excluded Contribution Amount or applied to increase any other basket hereunder;


 


(xxvi)       Indebtedness
of any Restricted Subsidiary that is not a Guarantor; provided that the aggregate principal amount of Indebtedness of which
the primary obligor or a guarantor is a Restricted Subsidiary that is not a Guarantor outstanding in reliance on this clause (xxvi) shall
not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $50,000,000 and 5% of Consolidated
EBITDA for the most recently ended Test Period as of such time;


 


(xxvii)      (A) Indebtedness
incurred to finance an acquisition or Investment not prohibited by any other provision of this Indenture up to an aggregate principal
amount (when aggregated with the aggregate principal amount of Refinancing Indebtedness incurred pursuant to clause (xxii) of
this Section 4.05(b) in respect of such Indebtedness then outstanding) not to exceed, except as contemplated by clause
(xxii) of this Section 4.05(b), an amount such that (x) the Senior Leverage Ratio after giving Pro Forma Effect
to the incurrence of such Indebtedness and such acquisition or Investment is either (i) equal to or less than 3.50 to 1.0
or (ii) equal to or less than the Senior Leverage Ratio immediately prior to the incurrence of such Indebtedness and such
acquisition or Investment for the most recently ended Test Period as of such time or (y) the First Lien Leverage Ratio after
giving Pro Forma Effect to the incurrence of such Indebtedness and such acquisition or Investment is equal to or less than the
First Lien Leverage Ratio immediately prior to the incurrence of such Indebtedness and such acquisition or Investment for the most
recently ended Test Period as of such time, provided that for purposes of determining the amount that may be incurred under clause
(xxvii)(y), all Indebtedness incurred under this clause (xxvii) shall be deemed to be included in clause (a) of the definition
of “First Lien Leverage Ratio”;


 






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(xxviii)     Indebtedness
in the form of Capital Lease Obligations arising out of any Sale Leaseback;


 


(xxix)        (A) Indebtedness
of the Company or any Guarantor consisting of (i) secured bonds, notes or debentures (which bonds, notes or debentures shall
be secured by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Notes Obligations) or
(ii) secured loans (which loans shall be secured by Liens having a junior priority relative to the Liens on the Collateral
securing the Secured Notes Obligations) up to an aggregate outstanding principal amount (when aggregated with the aggregate principal
amount of Refinancing Indebtedness incurred pursuant to clause (xxii) of this Section 4.05(b) in respect of such
Indebtedness then outstanding) not to exceed, except as contemplated by clause (xxii) of this Section 4.05(b), an amount
such that the Secured Leverage Ratio is equal to or less than 6.00 to 1.00 after giving effect to the incurrence of such Indebtedness,
provided that the holders of such Indebtedness or their authorized representative shall have become party to the First Lien/Second
Lien Intercreditor Agreement;


 


(xxx)         Indebtedness
incurred by the Company or any of its Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited
with the Trustee to satisfy and discharge the Notes or exercise the Company’s legal defeasance option or covenant defeasance
options set forth in Article 8 in each case, in accordance with this Indenture; and


 


(xxxi)        all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (i) through (xxx) above.


 


(c)            [reserved].


 


(d)            The
Company will not, and will not permit any Restricted Subsidiary to, issue any preferred Equity Interests or any Disqualified Equity
Interests, except (A) in the case of the Company, preferred Equity Interests that are Qualified Equity Interests and (B) in
the case of any Restricted Subsidiary, (i) preferred Equity Interests or Disqualified Equity Interests issued to and held
by the Company or any Restricted Subsidiary and (ii) preferred Equity Interests (other than Disqualified Equity Interests)
issued to and held by joint venture partners after the Issue Date (“JV Preferred Equity Interests”); provided
that in the case of this clause (ii), any such issuance of JV Preferred Equity Interests shall be deemed to be an incurrence of
Indebtedness and subject to the provisions set forth in this Section 4.05.


 


(e)            For
purposes of determining compliance with this Section 4.05, in the event that an item of Indebtedness meets the criteria of
more than one of the categories of Indebtedness described in this Section 4.05, the Company shall, in its sole discretion,
classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only
be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness
outstanding on the Issue Date under the Senior Credit Facilities shall be deemed to have been incurred pursuant to clause (i) above;
provided further that if any such portion of such Indebtedness could, based on the financial statements for such Test Period, have
been incurred in reliance on Section 4.05(a) or Section 4.05(b)(xxix), such portion of such Indebtedness shall automatically
be reclassified as having been incurred under the applicable provisions of Section 4.05(a) or Section 4.05(b)(xxix) (in
each case, subject to satisfying any other applicable provision of Section 4.05(a) or Section 4.05(b)(xxix) and,
in the case of any such portion of such Indebtedness incurred by any Subsidiary that is not a Guarantor, to availability under
the cap applicable therein to the incurrence of such Indebtedness by a non-Guarantor).


 






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(f)            If
Indebtedness originally incurred in reliance upon a percentage of Consolidated EBITDA or the First Lien Leverage Ratio under Section 4.05(b)(i) is
being refinanced under such clause or the Secured Leverage Ratio under Section 4.05(b)(xxix) is being refinanced under
such clause and such refinancing would cause the maximum amount of Indebtedness thereunder to be exceeded at such time, then such
refinancing will nevertheless be permitted thereunder and such additional Indebtedness will be deemed to have been incurred, and
permitted to be incurred, under such Section 4.05(b)(i) or Section 4.05(b)(xxix), as applicable, so long as the
principal amount of such refinancing Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus amounts
permitted by the next sentence. Any Refinancing Indebtedness and any Indebtedness incurred to Refinance Indebtedness incurred pursuant
to Section 4.05(b)(i) and Section 4.05(b)(xxix) shall be permitted to include additional Indebtedness incurred
to pay premiums (including tender premiums), defeasance costs, underwriting discounts, accrued and unpaid interest, dividends and
fees, costs and expenses (including upfront fees, original issue discount or similar fees) in connection with such Refinancing.


 


Accrual of interest or dividends, the accretion
of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form
of additional Indebtedness or Disqualified Equity Interests will not be deemed to be an incurrence of Indebtedness or Disqualified
Equity Interests for purposes of this Section 4.05.


 


Section 4.06.        Limitation
on Restricted Payments and Prepayments of Junior Financing.


 


(a)            The
Company will not, and will not permit any Restricted Subsidiary to, pay or make, directly or indirectly:


 


(i)            any
dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company
or any other Restricted Subsidiary,


 


(ii)            any
payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any Restricted Subsidiary
or any option, warrant or other right to acquire any such Equity Interests; or


 


(iii)           any
Restricted Investment;


 


(such payments or any other actions described in clauses (i) through
(iii) above are collectively referred to as “Restricted Payments”) unless at the time of and after giving
effect to the proposed Restricted Payment:


 


(A) in the case of a Restricted Payment under any of clauses
(i) and (ii) above (other than with respect to amounts attributable to subclause (1) of clause (B) below),
no Event of Default described under Section 6.01 shall have occurred or be continuing, provided that with respect to
amounts attributable under subclause (1) of clause (B) below, no Event of Default described under Section 6.01(a),
(b), (e) or (f) shall have occurred or be continuing; and


 


(B) the aggregate amount of all Restricted Payments declared
or made after the Issue Date (including the proposed Restricted Payment) does not exceed the sum of (without duplication):


 


(1)            $300,000,000;
plus


 


(2)            [reserved];
plus


 


(3)            (i) cumulative
Consolidated EBITDA for each quarter commencing with the fiscal quarter commencing January 1, 2021 through the most recently
ended fiscal quarter of the Company, minus (ii) 1.70 multiplied by cumulative Consolidated Interest Expense for the same period;
plus


 


(4)            returns,
profits, distributions and similar amounts received in cash or Cash Equivalents and the Fair Market Value of any in-kind amounts
received by the Company and the Restricted Subsidiaries on Investments made after the Issue Date using the amount under this clause
(B) (not to exceed the amount of such Investments); plus


 


(5)            Investments
of the Company or any of the Restricted Subsidiaries in any Unrestricted Subsidiary made after the Issue Date that has been re-designated
as a Restricted Subsidiary or that has been merged or consolidated with or into the Company or any of the Restricted Subsidiaries
up to the Fair Market Value of the Investments of the Company or a Restricted Subsidiary in such Unrestricted Subsidiary at the
time of such re-designation or merger or consolidation; plus


 






    52 


     


    

 


(6)            the
Net Proceeds of a sale or other disposition of any Unrestricted Subsidiary after the Issue Date (including the issuance or sale
of Equity Interests of an Unrestricted Subsidiary) received by the Company or any Restricted Subsidiary; plus


 


(7)            to
the extent not included in Consolidated Net Income, dividends or other distributions or returns on capital received by the Company
or any Restricted Subsidiary from an Unrestricted Subsidiary after the Issue Date; plus


 


(8)            the
aggregate amount of any Retained Declined Proceeds since the Issue Date.


 


(b)            Notwithstanding
Section 4.06(a):


 


(i)            the
Company and each Restricted Subsidiary may make Restricted Payments to the Company or any other Restricted Subsidiary; provided
that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Company,
such Restricted Payment is made to the Company, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted
Subsidiary based on their relative ownership interests of the relevant class of Equity Interests;


 


(ii)            Restricted
Payments to satisfy appraisal or other dissenters’ rights, pursuant to or in connection with a consolidation, amalgamation,
merger, transfer of assets or acquisition that is not prohibited by this Indenture;


 


(iii)           the
Company may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person;


 


(iv)          [reserved];


 


(v)            repurchases
of Equity Interests in the Company (or Restricted Payments by the Company to allow repurchases of Equity Interest in any direct
or indirect parent of the Company) deemed to occur upon exercise of stock options or warrants or other incentive interests if such
Equity Interests represent a portion of the exercise price of such stock options or warrants or other incentive interest;


 


(vi)            Restricted
Payments to redeem, acquire, retire or repurchase its Equity Interests (or any options, warrants, restricted stock units or stock
appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) (or make Restricted Payments
to allow any of the Company’s direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity
Interests) held by current or former officers, managers, consultants, directors and employees (or their respective Affiliates,
spouses, former spouses, other Permitted Transferees, successors, executors, administrators, heirs, legatees or distributees) of
the Company (or any direct or indirect parent thereof) and the Restricted Subsidiaries, upon the death, disability, retirement
or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan,
any management, director and/or employee stock ownership or incentive plan, stock subscription plan, profits interest, employment
termination agreement or any other employment agreements or equity holders’ agreement; provided that, except with
respect to non-discretionary repurchases, the aggregate amount of Restricted Payments permitted by this clause (vi) after
the Issue Date, together with the aggregate amount of loans and advances made pursuant to clause (m) of the definition of
 “Permitted Investments” in lieu thereof, shall not exceed the sum of (a) the greater of $20,000,000 and 20%
of Consolidated EBITDA for the most recently ended Test Period in any fiscal year of the Company (net of any proceeds from the
reissuance or resale of such Equity Interests to another Person received by the Company or any Restricted Subsidiary), (b) the
amount in any fiscal year equal to the cash proceeds of key man life insurance policies received by the Company or the Restricted
Subsidiaries after the Issue Date, and (c) the cash proceeds from the sale of Equity Interests (other than Disqualified Equity
Interests) of the Company (to the extent contributed to the Company in the form of common Equity Interests or Qualified Equity
Interests) and, to the extent contributed to the Company, the cash proceeds from the sale of Equity Interests of any direct or
indirect Parent Entity or management investment vehicle, in each case to any future, present or former employees, directors, managers
or consultants of the Company, any of its Subsidiaries or any direct or indirect Parent Entity or management investment vehicle
that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests are contributed to the
Company in the form of common Equity Interests or Qualified Equity Interests and are not Cure Amounts (as defined in the Senior
Credit Facilities) and have not otherwise been applied to the payment of Restricted Payments by virtue of the Excluded Contribution
Amount or are otherwise applied to increase any other basket hereunder; provided that any unused portion of the preceding
basket calculated pursuant to clauses (a) and (b) above for any fiscal year (including the fiscal year in which the Issue
Date occurred and each fiscal year thereafter) may be carried forward to succeeding fiscal years; provided, further,
that any Investments or payments made in reliance upon the Available RP Capacity Amount utilizing the unused amounts available
pursuant to this Section 4.06(b)(vi) shall reduce the amounts available pursuant to this Section 4.06(b)(vi);


 






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(vii)         [reserved];


 


(viii)        in
addition to the foregoing Restricted Payments, the Company may make additional Restricted Payments, (A) in an aggregate amount,
when taken together with the aggregate amount of loans and advances to a Parent Entity made pursuant to clause (m) of the
definition of “Permitted Investments” in lieu of Restricted Payments permitted by this clause (A), not to exceed
an amount at the time of making any such Restricted Payment and together with any other Restricted Payment made utilizing this
clause (A) after the Issue Date not to exceed the greater of $150,000,000 and 15% of Consolidated EBITDA for the most recently
ended Test Period after giving Pro Forma Effect to the making of such Restricted Payment and (B) in an amount not to exceed
the Excluded Contribution Amount that is Not Otherwise Applied; provided that any Investments or payments made in reliance
upon the Available RP Capacity Amount utilizing the unused amounts available pursuant to this Section 4.06(b)(viii) shall
reduce the amounts available pursuant to this Section 4.06(b)(viii);


 


(ix)           redemptions
in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially
concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms
and provisions at least as advantageous to Holders in all respects material to their interests as those contained in the Equity
Interests redeemed thereby;


 


(x)            (a) payments
made or expected to be made in respect of withholding or similar taxes payable by any future, present or former employee, director,
manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in
connection with the exercise of stock options and the vesting of restricted stock and restricted stock units and (b) payments
or other adjustments to outstanding Equity Interests in accordance with any management equity plan, stock option plan or any other
similar employee benefit plan, agreement or arrangement in connection with any Restricted Payment;


 


(xi)           the
Company may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof
or any acquisition (or other similar Investment) not prohibited by any other provision of this Indenture
and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional
shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;


 


(xii)          the
declaration and payment of Restricted Payments may be made to pay dividends and make distributions to, or repurchase or redeem
shares from, the Company’s equity holders in an annual amount equal to 6.0% of the net cash proceeds received by the Company
from any public offering of common stock of the Company or any direct or indirect parent of the Company from the date of the initial
public offering of the Company’s common stock through but not including the Issue Date; provided that any Investments
or payments made in reliance upon the Available RP Capacity Amount utilizing the unused amounts available pursuant to this Section 4.06(b)(xii) shall
reduce the amounts available pursuant to this Section 4.06(b)(xii);


 






    54 


     


    

 


(xiii)         payments
made or expected to be made by the Company or any Restricted Subsidiary in respect of withholding or similar taxes payable upon
exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective
controlled Affiliates, Immediate Family Members or Permitted Transferees) and any 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 or required withholding or similar taxes;


 


(xiv)         additional
Restricted Payments; provided that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the Total
Leverage Ratio is less than or equal to 4.50 to 1.0 and (B) there is no continuing Event of Default;


 


(xv)          [reserved];


 


(xvi)         the
distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to the Company or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash Equivalents); and


 


(xvii)        the
declaration and payment of dividends in respect of JV Preferred Equity Interests issued in accordance with Section 4.05 to
the extent such dividends are included in the calculation of Consolidated Interest Expense.


 


For purposes of determining
compliance with this Section 4.06, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria
of Sections 4.06(a)(A) and (B) or any of clauses (i) through (xvii) of Section 4.06(b) above (or
any sub-clause therein), the Company will be entitled to classify or later reclassify (based on circumstances existing on the date
of such reclassification) such Restricted Payment (or portion thereof) between Section 4.06(a) and clauses (i) through
(xvii) of Section 4.06(b) (or any sub-clause therein), in a manner that otherwise complies with this Section 4.06;
provided, that for the most recently ended Test Period following the making of any Restricted Payment under this Section 4.06
(other than Section 4.06(b)(xiv)), if all or any portion of such Restricted Payment could, based on the financial statements
for such Test Period, have been made in reliance on Section 4.06(b)(xiv), such Restricted Payment (or the relevant portion
thereof) shall automatically be reclassified as having been made in reliance on Section 4.06(b)(xiv).


 


(c)            The
Company will not, and will not permit any Restricted Subsidiary to, make or pay, directly or indirectly, any payment or other distribution
(whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment
or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account
of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, except:


 


(i)            payments
of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness,
other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof;


 


(ii)            refinancings
of Junior Financing Indebtedness with proceeds of other Junior Financing Indebtedness permitted to be incurred under Section 4.05;


 


(iii)           the
conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its
direct or indirect parent companies;


 






    55 


     


    

 


(iv)           prepayments,
redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity: (A) in
an aggregate amount, when taken together with the aggregate amount of loans and advances to a Parent Entity made pursuant to clause
(m) of “Permitted Investments” in lieu of Restricted Payments permitted by this clause (A) not to exceed
the greater of $150,000,000 and 15% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect
to the making of such prepayment, redemption, purchase, defeasance or other payment, (B) so long as no Event of Default shall
have occurred and be continuing or would result therefrom (or, in the case of the use of subclause (1) of Section 4.06(a)(B),
no Event of Default under Section 6.01(a), (b), (e) or (f)), in an amount not to exceed the amount under Section 4.06(a)(B) that
is Not Otherwise Applied, (C) in an amount not to exceed the Excluded Contribution Amount that is Not Otherwise Applied and
(D) in an amount not to exceed Available RP Capacity Amount; and


 


(v)            prepayments,
redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity; provided
that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal
to 5.00 to 1.0 and (B) there is no continuing Event of Default.


 


For purposes of determining
compliance with this Section 4.06, in the event that any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in
cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any Junior Financing (or a portion thereof) meets the criteria of Sections 4.06(a)(A) and
(B) or clauses (i) through (v) of Section 4.06(c) (or any sub-clause therein), the Company will be entitled
to classify or later reclassify (based on circumstances existing on the date of such reclassification) such payment (or portion
thereof) between Section 4.06(a) and clauses (i) through (v) of Section 4.06(c) (or any sub-clause
therein), in a manner that otherwise complies with this Section 4.06; provided that for the most recently ended Test Period
following the making of any Junior Financing under this Section 4.06 (other than Section 4.06(c)(v)), if all or any portion
of such Junior Financing could, based on the financial statements for such Test Period, have been made in reliance on Section 4.06(c)(v),
such Junior Financing (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on
Section 4.06(c)(v).


 


(d)            The
Company will not, and will not permit any Restricted Subsidiary to, amend or modify any documentation governing any Junior Financing,
in each case if the effect of such amendment or modification (when taken as a whole) is materially adverse to Holders.


 


(e)            Notwithstanding
anything herein to the contrary, the foregoing provisions of this Section 4.06 will not prohibit the payment of any Restricted
Payment or the consummation of any irrevocable redemption, purchase, defeasance or other payment within 60 days after the date
of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of
such notice such payment would have complied with the provisions of this Indenture.


 


Section 4.07.
         Limitation on Liens.


 


(a)            The
Company will not and will not permit any Restricted Subsidiary to create, incur or assume any Lien (other than Permitted Liens)
(each, an “Initial Lien”) that secures obligations under any Indebtedness on any asset or property of the Company
or any Restricted Subsidiary unless, in the case of Initial Liens on any asset or property that is not Collateral, the Notes are
equally and ratably secured with (or, in the event the Lien relates to Junior Financing, are secured on a senior basis to) the
obligations so secured.


 


(b)            Any
Lien created for the benefit of Holders of the Notes pursuant to this Section 4.07 shall provide by its terms that such Lien
be deemed automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. In addition,
in the event that an Initial Lien is or becomes a Permitted Lien, the Company may, at its option and without consent from any Holder,
elect to release and discharge any Lien created for the benefit of the Holders pursuant to the preceding paragraph in respect of
such Initial Lien.


 


Section 4.08.         Limitation
on Transactions with Affiliates.


 


(a)            The
Company will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to,
or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions respect thereto
with, any of its Affiliates, except:


 






    56 


     


    

 


(i)            (A) transactions
with the Company or any Restricted Subsidiary and (B) transactions involving aggregate payments or consideration of less than
the greater of $30,000,000 and 3.0% of Consolidated EBITDA for the most recently ended Test Period prior to such transaction;


 


(ii)            on
terms substantially as favorable to the Company or such Restricted Subsidiary as would be obtainable by the Company or such Subsidiary
at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;


 


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


 


(iv)           issuances
of Equity Interests of the Company to the extent not otherwise prohibited by this Indenture;


 


(v)            employment
and severance arrangements (including salary or guaranteed payments and bonuses) between the Company and the Restricted Subsidiaries
and their respective officers and employees in the ordinary course of business or otherwise in connection with the Transactions;


 


(vi)           payments
by the Company and the Restricted Subsidiaries pursuant to tax sharing agreements among the Company and the Restricted Subsidiaries
on customary terms to the extent attributable to the ownership or operation of the Company and the Restricted Subsidiaries, to
the extent payments are permitted by Section 4.06;


 


(vii)          the
payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and
employees of a Parent Entity (or any direct or indirect parent company thereof), the Company and the Restricted Subsidiaries in
the ordinary course of business to the extent attributable to the ownership or operation of the Company and the Restricted Subsidiaries;


 


(viii)         transactions
pursuant to any agreement or arrangement in effect as of the Issue Date, or any amendment, modification, supplement or replacement
thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect
to Holders when taken as a whole as compared to the applicable agreement or arrangement as in effect on the Issue Date as determined
by the Company in good faith);


 


(ix)           Restricted
Payments permitted under Section 4.06 (or Investments made pursuant to clause (m) of the definition of “Permitted
Investments”);


 


(x)            customary
payments by the Company and any of the Restricted Subsidiaries made for any financial advisory, consulting, financing, underwriting
or placement services or in respect of other investment banking activities (including in connection with acquisitions, divestitures
or financings) and any subsequent transaction or exit fee, which payments are approved by the majority of the members of the Board
of Directors or a majority of the disinterested members of the Board of Directors of such Person in good faith;


 


(xi)            the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Company to any Permitted Holder or to
any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of
the Company, any of the Subsidiaries or any direct or indirect parent thereof;


 


(xii)          dispositions
of Equity Interests in an Unrestricted Subsidiary to the extent otherwise permitted hereunder;


 


(xiii)         Affiliate
repurchases of the loans and/or commitments under the Senior Credit Facilities to the extent permitted under agreements governing
the Senior Credit Facilities, of the Notes, and the holding of such loans, the Notes and the payments and other related transactions
in respect thereof;


 


(xiv)         transactions
in connection with any Permitted Receivables Financing;


 






    57 


     


    

 


(xv)          loans, Investments
and other transactions by the Company and its Restricted Subsidiaries to the extent permitted under this Indenture;


 


(xvi)         loans,
advances and other transactions between or among the Company, any Restricted Subsidiary and/or any joint venture (regardless of
the form of legal entity) in which the Company or any Subsidiary has invested (and which Subsidiary or joint venture would not
be an Affiliate of a Parent Entity but for such Parent Entity’s or a Subsidiary’s ownership of Equity Interests in
such joint venture or Subsidiary) to the extent not otherwise prohibited hereunder; and


 


(xvii)        the
existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation
of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it
was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate
prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction
was not entered into in contemplation of such designation or redesignation, as applicable.


 


Section 4.09.         Negative
Pledge. The Company shall not, and shall not permit any of its Restricted Subsidiaries to enter into any agreement, instrument,
deed or lease that prohibits or limits the ability of the Company or any Guarantor to create, incur, assume or suffer to exist
any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, for the benefit of the
Holders with respect to the Secured Notes Obligations.


 


The provisions of the first paragraph of
this Section 4.09 shall not apply to restrictions and conditions imposed by:


 


(a)            (i) Requirements
of Law, (ii) any documentation governing Indebtedness incurred pursuant to Section 4.05(b)(i), (iii) this Indenture,
(iv) the Security Documents, (v) any documentation relating to any Permitted Receivables Financing, (vi) any documentation
governing Indebtedness incurred pursuant to Section 4.05(b)(xxix), the 2024 Senior Unsecured Convertible Notes, the 2025 Subordinated
Note Indenture, the 2024/2026 Subordinated Note Indenture, the 2027 Subordinated Note Indenture or Indebtedness arising under any
other indentures, agreements or similar documents evidencing senior or subordinated notes or other debt securities of the Company
or any of its Subsidiaries not prohibited by this Indenture, (vii) any documentation governing Indebtedness pursuant to the
Odeon Credit Agreement, (viii) any documentation governing Indebtedness incurred pursuant to Section 4.05(b)(xxviii) and
(ix) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses
(i) through (viii) above; provided that with respect to Indebtedness referenced in (A) clauses (ii) and
(vii) above, such restrictions shall be no materially more restrictive in any material respect than the restrictions and conditions
in this Indenture or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi) above,
such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness
being refinanced;


 


(b)            customary
restrictions and conditions existing on the Issue Date and any extension, renewal, amendment, modification or replacement thereof,
except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;


 


(c)            restrictions
and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that
such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;


 


(d)            customary
provisions in leases, licenses and other contracts restricting the assignment thereof;


 


(e)            restrictions
imposed by any agreement relating to secured Indebtedness not prohibited by this Indenture to the extent such restriction applies
only to the property securing by such Indebtedness;


 






    58 


     


    

 


(f)            any
restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not
any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was
not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in
such agreement does not apply to the Company or any Restricted Subsidiary;


 


(g)            restrictions
or conditions in any Indebtedness permitted pursuant to Section 4.05 that is incurred or assumed by Restricted Subsidiaries
that are not Guarantors to the extent such restrictions or conditions are no more restrictive in any material respect than the
restrictions and conditions in this Indenture or are market terms at the time of issuance and are imposed solely on such Restricted
Subsidiary and its Subsidiaries;


 


(h)            restrictions
on cash (or Cash Equivalents) or other deposits imposed by agreements entered into in the ordinary course of business (or other
restrictions on cash or deposits constituting Permitted Encumbrances);


 


(i)            [reserved];


 


(j)            customary
provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 4.05
and applicable solely to such joint venture and entered into in the ordinary course of business; and


 


(k)            customary
net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Company has determined in good
faith that such net worth provisions could not reasonably be expected to impair the ability of the Company and its Subsidiaries
to meet their ongoing obligations.


 


Section 4.10.         Future
Guarantors. After the Issue Date, the Company will cause each Restricted Subsidiary which guarantees obligations under
(a) the Senior Credit Facilities, (b) the Existing Notes, (c) any Credit Facility incurred by the Company or any
Guarantor under Section 4.05(b)(i) in an aggregate principal amount in excess of $250,000,000 or (d) any other
capital markets debt securities of the Company or any Guarantor in an aggregate principal amount in excess of $250,000,000 to
execute and deliver a supplemental indenture to this Indenture, providing for a Subsidiary Guarantee by such Restricted Subsidiary
and joinders to the First Lien Intercreditor Agreement, any First Lien/Second Lien Intercreditor Agreement (if applicable) and
applicable Security Documents or new intercreditor agreements and security documents, together with any filings and agreements
to the extent required by the Security Documents to create or perfect the security interests for the benefit of the Holders in
the Collateral of such Subsidiary, within 60 days of the date of such Subsidiary’s guarantee of such other Indebtedness,
pursuant to which such Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of
the principal of, premium, if any, and interest, if any, on the Notes on a senior secured basis. Each Subsidiary Guarantee will
be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary without rendering the Subsidiary
Guarantee as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer
or similar laws affecting the rights of creditors generally.


 


Section 4.11.        Change
of Control. Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a
redemption notice with respect to all the outstanding Notes as described under Section 3.03, the Company will be required
to make an offer (a “Change of Control Offer”) to purchase all outstanding Notes (as described in this Indenture)
at a purchase price equal to 101% of their principal amount (or such higher amount as the Company may determine (any Change of
Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”)
plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date).





 






    59 


     


    

 


Within 60 days following the date upon which
the Change of Control occurred, the Company must send, electronically or by first class mail to the address of such Holder appearing
in the security register or otherwise in accordance with the procedures of the Depository, a notice to each Holder of Notes, with
a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice will state:


 


(1)            that
all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Company;


 


(2)            the
purchase price and the purchase date, which will be no earlier than 20 Business Days nor later than 60 days from the date such
notice is sent (the “Change of Control Payment Date”); provided, that the Change of Control Payment Date
shall be delayed until such time (including more than 60 days after the date such notice is sent) as any or all such conditions
referred to in clause (8) below shall be satisfied or waived;


 


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


 


(4)            that
unless the Company defaults in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered
Notes, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control
Payment Date;


 


(5)            that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with
the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or otherwise in accordance
with the procedures of DTC, 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)            until
the close of business on the tenth Business Day after the date such notice is sent (or such later time and date as the Company
may decide in its sole discretion) (such time and date, the “withdrawal deadline”), that Holders shall be entitled
to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the paying
agent receives, not later than the withdrawal deadline, as electronic transmission (in PDF), a facsimile transmission or letter
or other communication in accordance with the procedures of DTC setting forth the name of the Holder of the Notes, the principal
amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have
such Notes purchased;


 


(7)            that
if less than all of such Holder’s Notes are tendered for purchase, such Holder will be issued new Notes (or, in the case
of Global Notes, such Notes shall be reduced by such amount of Notes that the Holder has tendered) and such new Notes will be equal
in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to
$2,000 or an integral multiple of $1,000 in excess thereof);


 


(8)            if
such notice is sent 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 or such other conditions specified therein and describing each such condition, and, if
applicable, stating that, in the Company’s discretion, the Change of Control Payment Date may be delayed until such time
(including more than 60 days after the notice is mailed or delivered) as any or all such conditions shall be satisfied or waived,
or that such purchase may not occur and such notice may be rescinded in the event that the Company reasonably believes that any
or all such conditions (including the occurrence of such Change of Control) will not be satisfied or waived by the Change of Control
Payment Date, or by the Change of Control Payment Date as so delayed; and


 


(9)            such
other instructions, as determined by the Company, consistent with this Section 4.11, that a Holder must follow.


 


If a notice relating to a Change of Control
Offer that is subject to one or more conditions precedent (other than the occurrence of a Change of Control) is later rescinded
as described in clause (8) above as a result of the failure of such condition(s) to be satisfied or waived (or as a result
of the Company reasonably believing that such will be the case), the offer described in such notice will not be deemed a valid
 “Change of Control Offer” for purposes of this Section 4.11.


 






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The Company will not be required to make
a Change of Control Offer following a Change of Control if (i) a third party approved in writing by the Company makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer, (ii) a notice of redemption to the Holders of the Notes has been given pursuant to this Indenture
pursuant to Section 3.03 herein or (iii) in the event that upon the consummation of such Change of Control, the Company
defeases or discharges the Notes as provided for under Article Eight herein. 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.


 


If Holders of not less than 90% in aggregate
principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company,
or any third party approved in writing by the Company making a Change of Control Offer in lieu of the Company as described above,
purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right,
upon not less than 10 nor more than 60 days’ prior notice (except that such notice may be delivered or mailed more than 60
days prior to the redemption date or purchase date if the notice is subject to one or more conditions precedent as described therein
and such date is delayed until such time as any and all such conditions are satisfied or waived), given not more than 60 days following
such purchase pursuant to the Change of Control Offer described above, to redeem (with respect to the Company) or purchase (with
respect to a third party) all of the Notes that remain outstanding following such purchase on a date (the “Second Change
of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of
Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any,
thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of Notes on the
relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of
Control Payment Date.


 


If an offer is made to repurchase the Notes
pursuant to a Change of Control Offer pursuant to this covenant, the Company will comply with all tender offer rules under
state and federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1
thereunder, to the extent applicable to such offer. To the extent that the provisions of any securities laws or regulations, including
Section 14(e) of, and Rule 14e-1 under, the Exchange Act, conflict with the change of control provisions of this
Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached
its obligations under the change of control provisions of this Indenture by virtue of such compliance.


 


A Change of Control Offer (including, for
the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment,
supplement or waiver of this Indenture, the Notes and/or the Subsidiary Guarantees so long as the tender of Notes by a Holder is
not conditioned upon the delivery of consents by such Holder. In addition, the Company or any third party approved in writing by
the Company that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may, subject
to applicable law, increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being
offered to Holders at any time in its sole discretion, so long as the Change of Control Payment is at least equal to 101% of the
aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest thereon.


 


		Section 4.12.	Provision
                                         of Financial Information.



 


(a)            The
Company shall file with the SEC and provide the Trustee and Holders of Notes with such annual reports and such information, documents
and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject
to such Sections, such information, documents and reports to be so filed and provided at the times specified for the filing of
such information, documents and reports under such Sections; provided, however, that the Company shall not be so obligated to file
such information, documents and reports with the SEC if the SEC does not permit such filings but shall still be obligated to provide
such information, documents and reports to the Trustee and the Holders of the Notes.


 






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(b)            In
addition, to the extent not satisfied by the foregoing, the Company shall furnish to prospective investors, upon their request,
any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes
are not freely transferable under the Securities Act.


 


(c)            If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries if taken together
as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required
above shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto
or in an “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial
condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results
of operations of the Unrestricted Subsidiaries of the Company.


 


(d)            Notwithstanding
the foregoing, (a) the obligations in this Section 4.12 may be satisfied by a parent of the Company; provided that to
the extent such information relates to a parent of the Company, such information is accompanied by consolidating information, which
may be unaudited, that explains in reasonable detail the differences between the information relating to such parent, on the one
hand, and the information relating to the Company and its Subsidiaries on a stand-alone basis, on the other hand, and to the extent
such information is in lieu of information required to be provided under this Section 4.12, such materials are accompanied
by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any
exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely
from, (i) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered
or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) and (b) (i) in
no event shall any financial statements or reports be required to comply with (w) Rule 3-10 of Regulation S-X promulgated
by the SEC (or such other rule or regulation that amends, supplements or replaces such Rule 3-10, including for the avoidance
of doubt, Rules 13-01 or 13-02 of Regulation S-X promulgated by the SEC), (x) Rule 3-09 of Regulation S-X (or such
other rule or regulation that amends, supplements or replaces such Rule 3-09) or (y) Rule 3-16 of Regulation
S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16) and (ii) in no event
shall such financial statements or reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of
Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein.


 


		Section 4.13.	Statement
as to Compliance



 


. The Company shall deliver to the Trustee,
within 90 days after the end of each fiscal year ending after the date hereof, a brief certificate of its principal executive officer,
principal financial officer or principal accounting officer stating whether, to such officer’s knowledge, the Company is
in compliance with all covenants and conditions to be complied with by it under this Indenture. For purposes of this Section 4.13,
such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.


 


When a Default has occurred and is continuing
or if the Trustee, any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary
gives any notice or takes any other action with respect to a claimed Default, the Company shall deliver to the Trustee an Officers’
Certificate specifying such Default, notice or other action within 10 Business Days of its occurrence.


 


		Section 4.14.	Waiver
of Certain Covenants



 


. The Company may omit in any particular
instance to comply with any covenant or condition set forth in Sections 4.03 to 4.11, Section 4.12(a) and Section 4.16,
if the Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall, by written direction of
such Holders, waive such compliance in such instance with such covenant or condition, but no such waiver shall extend to or affect
such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.


 






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		Section 4.15.	[Reserved].



 


		Section 4.16.	Asset
                                         Sales.



 


(a)            The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate, directly or indirectly, an Asset Sale
(including (x) the sale or issuance of Equity Interests in a Restricted Subsidiary and (y) any Sale Leaseback) unless:


 


(1)            such
Asset Sale is made for Fair Market Value; and


 


(2)            except
in the case of a Permitted Asset Swap, a Sale Leaseback or the Disposition of a Multiplex theatre, in any such Asset Sale with
a purchase price in excess of the greater of (x) $50,000,000 and (y) 5% of Consolidated EBITDA for the most recently
ended Test Period, at least 75% of the consideration for such Asset Sale, together with all other Asset Sales completed or contractually
agreed upon since the Issue Date, received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.


 


(b)            Within
450 days after receipt of any Net Proceeds from any Asset Sale (the “Asset Sale Proceeds Application Period”),
the Company or such Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale (the
 “Applicable Proceeds”),


 


(1)            to
the extent the assets or property disposed of in the Asset Sale constituted Collateral, to repay (i) Obligations under the
Notes, (ii) Obligations under the Senior Credit Facilities or (iii) any Additional First Lien Obligations and in each
case, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto;


 


(2)            to
the extent the assets or property disposed of in the Asset Sale did not constitute Collateral:


 


(i)            to
repay (x) Obligations under the Notes, (y) Obligations under the Senior Credit Facilities or (z) any Additional
First Lien Obligations; or


 


(ii)            to
repay Obligations under any Senior Indebtedness (other than any Senior Indebtedness referred to in clause (2)(i) above) and
in each case, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto; provided
that the Company or such Restricted Subsidiary will either (A) reduce the aggregate principal amount of Obligations under
the Notes on a ratable basis with any such Senior Indebtedness repaid pursuant to this clause (2)(ii) by, at its option, (x) redeeming
Notes as provided under Article 3 and/or (y) purchasing Notes through open-market purchases or in privately negotiated
transactions (which may be below par) and/or (B) make an offer (in accordance with the provisions set forth below for an Asset
Sale Offer) to all Holders to purchase their Notes on a ratable basis with any Senior Indebtedness repaid pursuant to this clause
(2)(ii) for no less than 100% of the principal amount thereof, plus the amount of accrued and unpaid interest, if any, thereon
(which offer shall be deemed to be an Asset Sale Offer for purposes hereof);


 


(3)            to
invest in the business of the Company and its Subsidiaries (including any acquisition or other Investment permitted under this
Indenture); or


 


(4)            any
combination of the foregoing;


 


provided that, in the case of clause
(3) above, a binding commitment or letter of intent shall be treated as a permitted application of the Applicable Proceeds
from the date of such commitment or letter of intent so long as the Company or such Restricted Subsidiary enters into such commitment
or letter of intent with the good faith expectation that such Applicable Proceeds will be applied to satisfy such commitment or
letter of intent within 180 days of the expiration of the Asset Sale Proceeds Application Period (an “Acceptable Commitment”)
and such Applicable Proceeds are actually applied in such manner within 180 days of the expiration of the Asset Sale Proceeds Application
Period (the period from the consummation of the Asset Sale to such date, the “Commitment Application Period”),
and, in the event any Acceptable Commitment is later cancelled or terminated for any reason after the expiration of the Asset Sale
Proceeds Application Period and before the Applicable Proceeds are applied in connection therewith, then such Applicable Proceeds
shall constitute Excess Proceeds unless the Company or such Restricted Subsidiary reasonably expects to enter into another Acceptable
Commitment prior to the expiration of the Asset Sale Proceeds Application Period and such Applicable Proceeds are actually applied
in such manner prior to the expiration of the Commitment Application Period. To the extent Applicable Proceeds from an Asset Sale
exceed amounts that are invested or applied as provided and within the time period set forth in Section 4.16(b), such excess
amount will be deemed to constitute “Excess Proceeds”; provided that any amount of Applicable Proceeds
offered to Holders of any Notes pursuant to clause (2) above shall not be deemed to be Excess Proceeds without regard to whether
such offer is accepted by any Holders.


 






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If at any time the aggregate amount of Excess
Proceeds exceeds $100.0 million, then the Company shall within 20 Business Days make an offer to all Holders and, if required or
permitted by the terms of any other First Lien Obligations and/or, to the extent that the assets or property disposed of in the
Asset Sale were not Collateral, Indebtedness that is pari passu in right of payment with the Notes (“Pari
Passu Indebtedness”), to the Holders of such First Lien Obligations and/or Pari Passu Indebtedness, as applicable (an
 “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of
the Notes and such First Lien Obligations and/or Pari Passu Indebtedness, as applicable, out of the amount of the Excess Proceeds
(in the case of any First Lien Obligations and/or Pari Passu Indebtedness, if applicable, is in accordance with the documents governing
such First Lien Obligations and/or Pari Passu Indebtedness). The Company shall commence an Asset Sale Offer by sending the notice
required pursuant to the terms of Section 3.08. The Company may satisfy the foregoing obligation with respect to such Applicable
Proceeds from an Asset Sale by making an Asset Sale Offer in advance of being required to do so by this Indenture (an “Advance
Offer”) with respect to all or part of the available Applicable Proceeds (the “Advance Portion”).


 


(d)            If
the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, First Lien Obligations and/or Pari
Passu Indebtedness, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or, in the case of an Advance Offer,
the Advance Portion), the Company may use any remaining Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion)
in any manner not prohibited by this Indenture. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall
be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance
Offer, the Advance Portion shall be excluded in subsequent calculations of Excess Proceeds.


 


(e)            Pending
the final application of an amount equal to the Applicable Proceeds pursuant to this Section 4.16, the holder of such Applicable
Proceeds may apply any Applicable Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility (including
under the Senior Credit Facilities) or otherwise invest such Applicable Proceeds in any manner not prohibited by this Indenture.
For the avoidance of doubt, the Company may apply any Retained Declined Proceeds in any manner not prohibited by this Indenture
and such Retained Declined Proceeds shall in no event and under no circumstances constitute Excess Proceeds.


 


(e)            Notwithstanding
anything in this Indenture to the contrary, (i) to the extent that any of or all the Applicable Proceeds received by a Foreign
Subsidiary are prohibited or delayed under any Requirements of Law from being repatriated to the Company, the portion of such Applicable
Proceeds so affected will not be required to be applied in compliance with this Section 4.16 and shall not constitute Excess
Proceeds and may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable Requirement of Law
will not permit repatriation to the Company (the Company hereby agreeing to cause the applicable Foreign Subsidiary to promptly
take all actions reasonably required by the applicable Requirement of Law to permit such repatriation), and once such repatriation
of any of such affected Net Proceeds is permitted under the applicable Requirement of Law, such repatriation will be promptly effected
and such repatriated Applicable Proceeds will be promptly applied (net of additional taxes payable or reserved against as a result
thereof) in compliance with this Section 4.16, and (ii) to the extent that and for so long as the Company has determined
in good faith that repatriation of any of or all the Applicable Proceeds would have a material adverse tax consequence (taking
into account any foreign tax credit or benefit actually realized in connection with such repatriation), the Applicable Proceeds
so affected will not be required to be applied in compliance with this Section 4.16 and shall not constitute Excess Proceeds
and may be retained by the applicable Foreign Subsidiary; provided that when the Company determines in good faith that repatriation
of any of or all the Applicable Proceeds received by a Foreign Subsidiary would no longer have a material adverse tax consequence
(taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), such Applicable
Proceeds shall be promptly applied (net of additional taxes payable or reserved against as a result thereof) in compliance with
this Section 4.16.


 






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(f)            For
purposes of clause (a)(2) of this Section 4.16 (and no other provision), the following shall be deemed to be cash or
Cash Equivalents:


 


(1)            the
greater of the principal amount and carrying value of any liabilities (as reflected on the most recent balance sheet of the Company
(or a Parent Entity) provided hereunder or in the footnotes thereto), or if incurred, accrued or increased subsequent to the date
of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Company (or Parent Entity) or
in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet,
as determined in good faith by the Company) of the Company or such Restricted Subsidiary, other than liabilities that are by their
terms subordinated to the Secured Notes Obligations, that are assumed by the transferee of any such assets (or are otherwise extinguished
in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Company or
such Restricted Subsidiary from such liabilities;


 


(2)            any
securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such
Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following
the closing of the applicable Asset Sale; and


 


(3)            any
Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of such Asset Sale having an
aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3) that
is at that time outstanding, not in excess (at the time of receipt of such Designated Non-Cash Consideration) of 5% of Consolidated
Total Assets for the most recently ended Test Period as of the time of 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.


 


(g)            The
Company 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 or an Advance Offer. To the extent that the provisions of any securities laws or regulations conflict with the
asset sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall
not be deemed to have breached its obligations under the asset sale provisions of this Indenture by virtue of such compliance.


 


(h)            The
provisions of this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of
an Asset Sale may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding. An Asset Sale Offer or Advance Offer may be made at the same time as consents are solicited
with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Subsidiary Guarantees so long as the
tender of the Notes by a Holder is not conditioned upon the delivery of consents by such Holder.


 


Section
4.17.       After-Acquired Collateral. From and after the Issue Date, and subject to the applicable
limitations and exceptions set forth in the Security Documents and this Indenture (including with respect to Excluded
Assets), if the Company or any Guarantor creates any additional security interest upon any property or asset that would
constitute Collateral to secure any First Lien Obligations, the Company and each of the Guarantors shall concurrently grant a
first-priority perfected security interest (subject to Permitted Liens) upon any such Collateral, as security for the Secured
Notes Obligations.


 






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ARTICLE V


 


Successors


 


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



 


The Company shall not, consolidate or
amalgamate with or merge with or into any other Person or sell, assign, transfer, lease or otherwise dispose of all or substantially
all of its properties and assets to any Person unless at the time and after giving effect thereto:


 


(a)            either:
(i) the Company shall be the continuing corporation; or (ii) the Person (if other than the Company) formed by such consolidation
or into which the Company is merged or the Person which acquires by conveyance, transfer, lease or disposition the properties and
assets of the Company substantially as an entirety (the “Surviving Entity”) shall be an entity organized or
existing under the laws of the United States of America or any political subdivision thereof, and shall, in either case, expressly
assume all the Obligations of the Company under the Notes, this Indenture, the Security Documents, the First Lien Intercreditor
Agreement and the First Lien/Second Lien Intercreditor Agreement, as applicable;


 


(b)            immediately
after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred and be continuing;


 


(c)            immediately
after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of
the applicable four-quarter period, except in the case of the consolidation or merger of any Subsidiary with or into the Company,
the Company (or the Surviving Entity if the Company is not the continuing corporation) will (i) be permitted to incur at least
$1.00 of additional Indebtedness pursuant to (x) the Senior Leverage Ratio set forth in Section 4.05(a), (y) the
First Lien Leverage Ratio set forth in Section 4.05(b)(i)(z) or (z) the Secured Leverage Ratio set forth in Section 4.05(b)(xxix) or
(ii) have (x) a Senior Leverage Ratio, (y) a First Lien Leverage Ratio or (z) a Secured Leverage Ratio, in
each case, equal to or less than the Senior Leverage Ratio, First Lien Leverage Ratio or Secured Leverage Ratio, as applicable,
immediately prior to such transaction;


 


(d)            to
the extent any assets of the Person who is merged, consolidated or amalgamated with or into the Surviving Entity are assets of
the type that would constitute Collateral under the Security Documents, the Surviving Entity will take such action as may be reasonably
necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and
to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so
that such Lien is perfected to the extent required by the applicable Security Documents;


 


(e)            each
Guarantor (unless it is the other party to the transactions above, in which case clause (a)(ii) shall apply) shall have by
supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations in respect of the Notes outstanding
and this Indenture pursuant to supplemental indentures.


 


(f)            In
connection with any consolidation, merger, transfer or lease contemplated in Section 5.01(a), the Company shall deliver, or
cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, transfer or lease and the supplemental indenture in respect
thereto comply with the provisions described herein and that all conditions precedent herein provided for or relating to such transaction
have been complied with.


 


(g)            In
addition, the Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than another Guarantor)
and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless:


 


(i)            the
resulting, surviving or transferee Person shall be an entity organized or existing under the laws of the United States of America
or any political subdivision thereof and such Person (if not such Guarantor) shall expressly assume all the obligations of such
Guarantor under its Subsidiary Guarantee by supplemental indenture, executed and delivered to the Trustee, and joinders to the
applicable Security Documents, the First Lien Intercreditor Agreement and any First Lien/Second Lien Intercreditor Agreement;


 






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


 


(iii)            the
Company 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 indenture (if any) comply with this Indenture;


 


(iv)            to
the extent any assets of the Person who is merged, consolidated or amalgamated with or into the Guarantor are assets of the type
that would constitute Collateral under the Security Documents, the Guarantor will promptly as reasonably practicable using commercially
reasonable efforts take such action as may be reasonably necessary to cause such property and assets to be made subject to the
Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security
Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable
Security Documents; and


 


(v)            the
transaction is made in compliance with Section 4.16.


 


Section
5.02.         Successor Substituted. Upon any consolidation or merger or any transfer of all or substantially
all of the assets of the Company in accordance with Section 5.01, the successor entity formed by such a consolidation or
into which the Company is merged or to which such transfer is made shall succeed to, shall be substituted for and may exercise
every right and power of the Company under the Notes and this Indenture, with the same effect as if such successor entity had
been named as the Company herein. In the event of any transaction (other than a lease) described and listed in Section 5.01
in which the Company is not the continuing entity, the successor Person formed or remaining shall succeed to, be substituted for
and may exercise every right and power of the Company, and the Company shall be discharged from all obligations and covenants
under the Notes and this Indenture.


 


ARTICLE VI


 


Defaults and Remedies


 


Section
6.01.         Events of Default. “Event of
Default,” wherever used herein, means any one of the following events:


 


(a)            default
in the payment of the principal of or premium, if any, on any Note when and as the same shall become due and payable and in the
currency required hereunder, whether at the due date thereof or upon acceleration, redemption or otherwise;


 


(b)            default
in the payment of any interest on any Note when it becomes due and payable, and continuance of such default for a period of 30
days;


 


(c)            default
in the performance, or breach, of any covenant or agreement of the Company or any Restricted Subsidiary contained in this Indenture
or the Security Documents (other than a default in the performance, or breach, of a covenant or agreement which is specifically
dealt with in clause (a) or (b)) and continuance of such default or breach for a period of 30 days after written notice shall
have been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 30% in aggregate principal
amount of the Notes then outstanding;


 


(d)            (i) one
or more defaults in the payment of principal on Indebtedness of the Company or any Restricted Subsidiary, in an aggregate amount
of the greater of $250,000,000 or 25% of Consolidated EBITDA, when the same becomes due and payable at the stated maturity thereof,
and such default or defaults shall have continued after any applicable grace period and shall not have been cured or waived or
(ii) Indebtedness of the Company or any Restricted Subsidiary, in an aggregate amount of the greater of $250,000,000 or 25%
of Consolidated EBITDA, shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased
(other than by regularly scheduled prepayment) prior to the stated maturity thereof;


 






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(e)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, court protection,
reorganization or other relief in respect of the Company or any Significant Subsidiary or its debts, or of a material part of its
assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, examiner, sequestrator, conservator or similar official for the Company or any Significant
Subsidiary or for a material part of its assets, and, in any such case, such proceeding or petition shall continue undismissed
or unstayed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;


 


(f)            the
Company or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
court protection, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in paragraph (e) of this Section, (iii) apply for or consent to the appointment
of a receiver, trustee, examiner, custodian, sequestrator, conservator or similar official for the Company or any Significant Subsidiary
or for a material part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it
in any such proceeding or (v) make a general assignment for the benefit of creditors;


 


(g)            one
or more enforceable judgments for the payment of money in an aggregate amount in excess of the greater of (a) $250,000,000
and (b) 25% of Consolidated EBITDA for the most recently ended Test Period (to the extent not covered by insurance or indemnities
as to which the applicable insurance company or third party has not denied its obligation) shall be rendered against the Company,
any of the Restricted Subsidiaries or any combination thereof and the same shall remain undischarged for a period of 60 consecutive
days during which execution shall not be effectively stayed, or any judgment creditor shall legally attach or levy upon assets
of the Company or any Guarantor that are material to the businesses and operations of the Company and the Restricted Subsidiaries,
taken as a whole, to enforce any such judgment;


 


(h)            (i) any
Lien purported to be created under any Security Document (x) shall cease to be, or (y) shall be asserted by the Company
or any Guarantor not to be, a valid and perfected Lien on any material portion of the Collateral, except (A) in accordance
with the terms of the relevant Security Document and this Indenture, (B) as a result of the failure of the Controlling Collateral
Agent or Notes Collateral Agent to maintain possession of any stock certificates, promissory notes or other instruments delivered
to it under the Security Documents or (C) as to Collateral consisting of real property, to the extent that such losses are
covered by a lender’s title insurance policy and such insurer has not denied coverage; and (ii) such default continues
for 30 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in aggregate principal amount
of the then outstanding Notes;


 


(i)            any
material provision of any Security Document or any Guarantee shall for any reason be asserted by the Company or any Guarantor not
to be a legal, valid and binding obligation of the Company or such Guarantor other than as expressly permitted hereunder or thereunder;
or


 


(j)            except
as permitted by this Indenture, the Guarantee of any Guarantor shall cease to be in full force and effect.


 


		Section 6.02.	Acceleration;
                                         Rescission and Annulment.



 


(a)            If
an Event of Default (other than an Event of Default specified in Section 6.01(e) or (f)) occurs and is continuing, then
and in every such case the Trustee, by notice to the Company, or the Holders of not less than 30% in aggregate principal amount
of the Notes outstanding, by notice to the Company and the Trustee, may declare the principal of, premium, if any, and accrued
and unpaid interest, if any, on, all the Notes to be due and payable. If an Event of Default specified in Section 6.01(e) or
(f) occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the
Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee
or any Holder. The Trustee shall have no obligation to accelerate the Notes if in the reasonable judgment of the Trustee, acceleration
is not in the interest of the Holders.


 






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(b)            At
any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been
obtained by the Trustee as provided hereinafter in this Article, the Holders of a majority in aggregate principal amount of the
Notes then outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if:


 


(i)            the
Company has paid or deposited, or caused to be paid or deposited, with the Trustee a sum sufficient to pay:


 


(A)            all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel;


 


(B)            all
overdue interest on all Notes;


 


(C)            the
principal of (and premium, if any, on) any Notes that has become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by the Notes; and


 


(D)            to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and


 


(ii)            all
Events of Default, other than the non-payment of principal of the Notes which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.04.


 


No such rescission shall affect any subsequent
default or impair any right consequent thereon.


 


(c)            In
the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 6.01(d) shall
have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the
subject of such Event of Default (i) is Indebtedness in the form of an operating lease entered into by the Company or its
Subsidiaries after May 21, 1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10 or any
subsequent pronouncement having similar effect, (ii) has been discharged or the holders thereof have rescinded their declaration
of acceleration in respect of such Indebtedness, and (iii) written notice of such discharge or rescission, as the case may
be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary
or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of
Default has occurred during such 30-day period which has not been cured or waived during such period.


 


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 of or interest on the Notes or to enforce the performance of any provision of the Notes
or this Indenture.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or
any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.


 


Section
6.04.         Waiver of Past Defaults. Subject to Section 6.02, the Holders of a majority in aggregate principal
amount of the Notes then outstanding voting together as a single class by notice to the Trustee may waive an existing Default
and its consequences under this Indenture and the Security Documents, except (a) a Default in the payment of the principal
of or interest on a Note held by a non-consenting Holder, (b) a Default arising from a failure to make or consummate a Change
of Control Offer in accordance with the provisions of Section 4.11, or (c) a Default in respect of a provision that
under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.


 






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Section
6.05.         Control by Majority. Subject to the First Lien Intercreditor Agreement, Holders of a majority in
aggregate principal amount of the Notes then outstanding voting together as a single class may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or Notes Collateral Agent or of exercising any trust or power
conferred on the Trustee or Notes Collateral Agent with respect to the Notes. However, the Trustee or the Notes Collateral Agent,
as applicable may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that
the Trustee or Notes Collateral Agent, as applicable, determines is unduly prejudicial to the rights of other Holders or would
involve the Trustee or Notes Collateral Agent, as applicable in personal liability. Prior to taking any action hereunder, the
Trustee shall be entitled to reasonable indemnification, in its sole discretion, against all losses and expenses caused by taking
or not taking such action.


 


Section
6.06.         Limitation on Suits. Subject to the First Lien Intercreditor Agreement, a Holder may not pursue
any remedy with respect to this Indenture or the Notes unless:


 


(a)            such
Holder shall have previously given to the Trustee written notice of a continuing Event of Default;


 


(b)            the
Holders of at least 30% in aggregate principal amount of the Notes then outstanding voting together as a single class shall have
made a written request, and such Holder or Holders shall have offered, to the extent satisfactory to the Trustee, security or indemnity
against the loss, liability or expense (including attorneys’ fees) to be incurred in compliance with such request, to the
Trustee to pursue such proceeding as trustee; and


 


(c)            the
Trustee has failed to institute such proceeding and has not received from the Holders of at least a majority in aggregate principal
amount of the Notes outstanding a direction inconsistent with such request, within 60 days after such notice, request and offer.


 


The foregoing limitations on the pursuit
of remedies by a Holder shall not apply to a suit instituted by a Holder of Notes for the enforcement of payment of the principal
of or interest on such Notes on or after the applicable due date specified in such Note. A Holder may not use this Indenture to
prejudice the rights of another Holder or to obtain a preference or priority over another Holder.


 


Section
6.07.        Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to bring suit for the enforcements of the payment of principal
of and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, shall not be impaired
or affected without the consent of such Holder.


 


Section
6.08.         Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs
and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for
the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.


 


Section
6.09.        Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial
proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, may
vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other
amounts due the Trustee under Section 7.07.


 






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Section
6.10.         Priorities. Subject to the provisions of the First Lien Intercreditor Agreement, if the Trustee
collects any money or property pursuant to this Article Six, it shall pay out the money or property in the following order:


 


FIRST: to the Trustee and the Notes Collateral
Agent, in each case for amounts due under Section 7.07;


 


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


 


THIRD: to the Company.


 


The Trustee may fix a record date and payment
date for any payment to Holders pursuant to this Section. At least 15 days before such record date, the Company shall mail to each
Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.


 


Section
6.11.         Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees, 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 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount
of the Notes.


 


Section
6.12.         Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall not at
any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall
not 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 had been enacted.


 


ARTICLE VII


 


Trustee


 


 Section 7.01.         Duties of Trustee.




 


(a)            If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such Person’s own affairs.


 


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


 


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


 


(ii)            in
the absence of bad faith on its part, the Trustee may conclusively rely, and will be protected in acting or refraining from acting
upon, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions
to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein).


 






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


 


(i)            this
subsection (c) does not limit the effect of subsection (b) of this Section;


 


(ii)            the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; 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.


 


(d)            Every
provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b) and (c) of this
Section.


 


(e)            The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.


 


(f)            Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)            No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers.


 


(h)            The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 


Section
7.02.         Rights of Trustee. Subject to the provisions of Section 7.01:


 


(a)            The
Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion 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 Company, personally or by agent or attorney.


 


(b)            Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion
of Counsel.


 


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


 


(d)            The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct
or negligence.


 


(e)            The
Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders, unless such Holders have offered to the Trustee, to the extent satisfactory to the Trustee, security or
indemnity against the loss, liability or expense (including attorneys’ fees) that might be incurred by it in compliance with
such request or direction.


 






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(f)            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.


 


(g)            The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 


(h)            The
Trustee shall not be required to give a note, bond or surety in respect of the trusts and powers under this Indenture.


 


(i)            The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating
to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(j)            Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient
if signed by an Officer of the Company.


 


(k)            The
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified
herein.


 


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 Company or its Affiliate with the same rights it would have if it were
not Trustee. Any Paying Agent, Registrar or co-registrar may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11.


 


Section
7.04.         Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation
as to the validity, priority or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use
of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any document
issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.


 


Section
7.05.         Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known
to a Trust Officer of the Trustee, the Trustee shall mail to each Holder notice of the Default or Event of Default within 90 days
after it is known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default or Event
of Default in payment of principal of or interest on any Note, the Trustee may withhold the notice if and so long as a committee
of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders.


 


Section
7.06.         Reports by Trustee to Holders. As promptly as practicable after each December 31 beginning
with December 31, 2020, and in any event prior to March 31 in each year thereafter, the Trustee shall mail to each Holder
a brief report dated as of March 31 each year that complies with TIA Section 313(a), if and to the extent required by
such subsection. The Trustee shall also comply with TIA Section 313(b) and (c).


 


A copy of each report at the time of its
mailing to Holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed. The Company agrees
to notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof.


 






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Section
7.07.         Compensation and Indemnity. The Company shall pay to the Trustee and any predecessor Trustee from
time to time such compensation for its services as shall from time to time be agreed to in writing by the Company and the Trustee.
The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all documented out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses shall include the documented compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee
against any and all loss, liability or expense (including documented attorneys’ fees) incurred by it in connection with
the acceptance and administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company
of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall
pay the fees and expenses of such counsel. The Company need not reimburse any expenses or indemnify against any loss, liability
or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The Company need
not pay for any settlement made by the Trustee without the Company’s consent, such consent not to be unreasonably withheld.
All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees,
agents, successors and assigns.


 


To secure the Company’s payment obligations
in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other
than money or property held in trust to pay principal of and interest on particular Notes.


 


The Company’s payment obligations
pursuant to this Section shall survive the resignation or removal of the Trustee and the discharge of this Indenture. When
the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(e) or (f) with respect to
the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.


 


The provisions of this Section shall
survive the resignation or removal of the Trustee and the termination of this Indenture.


 


Section
7.08.         Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The Holders
of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:


 


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


 


(b)            the
Trustee is adjudged bankrupt or insolvent;


 


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


 


(d)            the
Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns, is removed by the
Company or by the Holders a majority in aggregate principal amount of the Notes then outstanding and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. 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, subject to the lien provided for in Section 7.07.


 


If a successor Trustee does not take office
within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in aggregate principal
amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee fails to comply with Section 7.10,
any Holder who has been a bona fide Holder of a Note for at least six months may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.


 






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Notwithstanding the replacement of the Trustee
pursuant to this Section, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee.


 


 Section 7.09.         Successor Trustee by Merger




 


. If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor
Trustee. In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to
the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated; any such successor to the Trustee may authenticate such Notes
either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall
have.


 


 Section 7.10.         Eligibility; Disqualification




 


. The Trustee shall at all times
satisfy the requirements of TIA Section 310(a). The Trustee shall have (or, in the case of a corporation included in a bank
holding company system, the related bank holding company shall have) a combined capital and surplus of at least $50,000,000 as
set forth in its (or its related bank holding company’s) most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b), subject to the penultimate paragraph thereof; provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.


 


For purposes of this Section 7.10 and
clause (i) of the first proviso contained in TIA Section 310(b), the indenture, dated as of June 5, 2015, as amended,
among AMC Entertainment Inc. and U.S. Bank National Association providing for the issuance of the 5.75% Senior Subordinated Notes
due 2025, the indenture, dated as of November 8, 2016, as amended, among the Company, the guarantors party thereto and U.S.
Bank National Association providing for the issuance of the 5.875% Senior Subordinated Notes due 2026 and the 6.375% Senior Subordinated
Notes due 2024, the indenture, dated as of March 17, 2017, as amended, among the Company, the guarantors party thereto and
U.S. Bank National Association providing for the issuance of the 6.125% Senior Subordinated Notes due 2027 and the indenture, dated
as of September 14, 2018, as amended, among the Company, the guarantors party thereto and U.S. Bank National Association providing
for the issuance of the 2.95% Convertible Senior Notes due 2024 are hereby deemed to be specifically described.


 


 Section 7.11.         Preferential Collection of Claims Against Company




 


. The Trustee shall comply with TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b): A Trustee who has resigned or been removed shall be subject
to TIA Section 311(a) to the extent indicated.


 


ARTICLE VIII


 


Discharge of Indenture; Defeasance


 


		Section 8.01.	Discharge
                                         of Liability on Notes; Defeasance.



 


(a)            When
(i) either (A) all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07
and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered to the
Trustee for cancellation or (B) all Notes under this Indenture that have not been delivered to the Trustee for cancellation
have become due and payable, whether at the Maturity Date or upon redemption or will become due and payable within one year or
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
pursuant to Article Three and the Company irrevocably deposits or causes to be deposited with the Trustee as trust funds in
trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof,
in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness
on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium and accrued interest to the Maturity
Date or redemption date; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit
or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;
(iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes;
and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of the Notes issued thereunder at the Maturity Date or the redemption date, as the case may be, then upon demand
of the Company (accompanied by an Officers’ Certificate and an Opinion of Counsel, at the cost and expense of the Company,
to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture
have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and the Liens on the Collateral
securing the Notes will be released and the Trustee shall acknowledge satisfaction and discharge of this Indenture.


 






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(b)            Subject
to Sections 8.01(c) and 8.02, the Company may, at its option, and at any time elect to (i) have the obligations of the
Company discharged with respect to all outstanding Notes and the applicable Security Documents and all obligations of the Guarantors
discharged with respect to their Subsidiary Guarantee, and have Liens on the Collateral securing the Notes released (“legal
defeasance option”) or (ii) its and the Guarantors’ obligations under Sections 4.03, 4.04, 4.05, 4.06, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.16, 4.17, 5.01(b), 5.01(c), 5.01(d), 5.01(e), 5.01(f) and 5.01(g) (“covenant
defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option.


 


If the Company exercises its legal defeasance
option, payment of the Notes may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance
option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), (d), (e) (solely
with respect to Restricted Subsidiaries), (f) (solely with respect to Restricted Subsidiaries), (g), (h), (i) and (j).


 


Upon satisfaction of the conditions set
forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that
the Company terminates.


 


(c)            Notwithstanding
subsections (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 7.07, 7.08, 8.03, 8.04, 8.05 and 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s
obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive.


 


Section
8.02.         Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance
option only if:


 


(a)            The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 7.10 who shall agree to comply with the provisions of this Article Eight applicable to it) as trust funds
in trust for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants,
to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay the principal of (and premium,
if any) and interest on the outstanding Notes on the Maturity Date (or redemption date, if applicable) of such principal (and premium,
if any) or installment of interest; provided that the Trustee shall have been irrevocably instructed to apply such money
or the proceeds of such Government Securities to said payments with respect to the Notes. Before such a deposit, the Company may
give the Trustee, in accordance with Section 3.01 hereof, a notice of its election to redeem all of the outstanding Notes
at a future date in accordance with Article Three;


 


(b)            in
the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of
this Indenture 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, the beneficial owners of the outstanding Notes will not recognize income, gain
or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;


 






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(c)            in
the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes
as a result of such covenant defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance had not occurred;


 


(d)            No
Default or Event of 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) shall
have occurred and be continuing on the date of such deposit; and


 


(e)            the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
to the defeasance and discharge of the Notes as contemplated by this Article Eight have been complied with.


 


		Section 8.03.	Application
                                         of Trust Money.



 


The Trustee shall hold in trust money or
Government Securities deposited with it pursuant to this Article Eight. It shall apply the deposited money and the money from
Government Securities, through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest
on the Notes.


 


Section
8.04.         Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon
request any excess money or securities held by them at any time.


 


Subject to any applicable abandoned property
law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to
the Company for payment as general creditors.


 


Section
8.05.         Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against deposited Government Securities, or the principal and interest received
on such Government Securities, other than such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes.


 


Section
8.06.         Reinstatement. If the Trustee or Paying Agent is unable to apply any money, Government Securities
in accordance with this Article Eight 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 Company’s obligations under
this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight
until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with
this Article Eight; provided, however, that, if the Company has made any payment of interest on or principal
of any Notes because of the reinstatement of its obligations, the Company 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 IX


 


Amendments


 


Section
9.01.         Without Consent of Holders. The Company, any Guarantor (with respect to its Subsidiary Guarantee,
this Indenture, the First Lien Intercreditor Agreement or the Security Documents to which it is a party and excluding any amendment
or supplement the sole purpose of which is to add an additional Guarantor), the Trustee and the Notes Collateral Agent, without
the consent of any Holders, may amend the Notes, the Subsidiary Guarantee, this Indenture, the First Lien Intercreditor Agreement,
the First Lien/Second Lien Intercreditor Agreement or the Security Documents, for any of the following purposes:


 


(a)            to
cure any ambiguity, omission, defect or inconsistency;


 


(b)            to
comply with Section 5.01;


 






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(c)            to
provide for uncertificated Notes in addition to or in place of certificated Notes; provided, that the uncertificated Notes are
issued in registered form for purposes of Section 163(f) of the Code;


 


(d)            to
provide for the assumption of the Company or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture,
the First Lien Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement or any Security Document;


 


(f)            to
add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the
Company;


 


(g)            to
comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under
the TIA;


 


(h)            to
make any change that does not adversely affect the rights of any Holder;


 


(i)            to
provide for the issuance of Additional Notes in accordance with the terms of this Indenture;


 


(j)            to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, a successor Notes Collateral
Agent or a successor paying agent hereunder pursuant to the requirements hereof;


 


(k)            to
add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture, the First Lien Intercreditor
Agreement, the First Lien/Second Lien Intercreditor Agreement and/or the Security Documents;


 


(l)            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
such amendment does not materially and adversely affect the rights of Holders to transfer Notes;


 


(m)            to
add Collateral with respect to any or all of the Notes and/or the Subsidiary Guarantees;


 


(n)            to
release any Guarantor from its Subsidiary Guarantee pursuant to this Indenture when permitted or required by this Indenture;


 


(o)            to
release any Collateral from the Lien securing the Notes when permitted or required by the Security Documents, this Indenture (including
pursuant to Section 4.07(b) and including any release of any Lien that is not then otherwise required by this Indenture
to be pledged as security for the Notes) or the First Lien Intercreditor Agreement;


 


(p)            to
comply with the rules of any applicable securities depositary;


 


(q)            to
add any Additional First Lien Secured Parties to any Security Documents or the First Lien Intercreditor Agreement or add any junior
lien secured parties to any First Lien/Second Lien Intercreditor Agreement;


 


(r)            in
the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the First Lien Intercreditor
Agreement or any First Lien/Second Lien Intercreditor Agreement, or to modify any such legend as required by the First Lien Intercreditor
Agreement or First Lien/Second Lien Intercreditor Agreement;


 


(s)            with
respect to the Security Documents, the First Lien Intercreditor Agreement and First Lien/Second Lien Intercreditor Agreement, as
provided in the relevant Security Document, First Lien Intercreditor Agreement or First Lien/Second Lien Intercreditor Agreement,
as applicable; or


 






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(t)            to
provide for the succession of any parties to the Security Documents, the First Lien Intercreditor Agreement or First Lien/Second
Lien Intercreditor Agreement (and any amendments that are administrative or ministerial in nature) in connection with an amendment,
renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time
of the Senior Credit Facilities or any other agreement that is not prohibited by this Indenture.


 


Upon the request of the Company, and upon
receipt by the Trustee of the documents described in Section 9.06, the Trustee and/or the Notes Collateral Agent shall join
with the Company and the Guarantors in the execution of any amended or supplemental indenture or security documents or intercreditor
agreements authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee and/or the Notes Collateral Agent shall not be obligated to enter into such amended
or supplemental indenture or security documents or intercreditor agreements that affect its own rights, duties or immunities under
this Indenture or otherwise.


 


After an amendment under this Section becomes
effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.


 


Section
9.02.         With Consent of Holders. The Company, the Guarantors and the Trustee and the Notes Collateral Agent
may modify or amend this Indenture, the Notes, any Subsidiary Guarantee, the First Lien Intercreditor Agreement, the First Lien/Second
Lien Intercreditor Agreement and the other Security Documents and any existing Default or Event of Default or compliance with
any provision of this Indenture, the Notes, any Subsidiary Guarantee, the First Lien Intercreditor Agreement, the First Lien/Second
Lien Intercreditor Agreement or any Security Document may be waived, in each case, with the consent of the Holders of at least
a majority in aggregate principal amount of the then outstanding Notes (including any consents or waivers obtained in connection
with a purchase of, or tender offer (including a Change of Control Offer) or exchange offer for, the Notes). However, without
the consent of each Holder affected thereby, a modification or amendment may not:


 


(a)            change
the Maturity Date of the principal of, or the time for payment of any installment of interest on, any Notes, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency
in which the principal of any Notes or any premium or the interest thereon is payable;


 


(b)            reduce
the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control
Payment;


 


(c)            amend
the contractual right expressly set forth in this Indenture or any Note of any Holder to institute suit for the enforcement of
any payment of principal of, premium, if any, or interest on such Note on or after the stated maturity or redemption date of any
such Notes;


 


(d)            reduce
the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this Indenture; or


 


(e)            modify
any of the provisions of this Section or Sections 6.04 and 6.05, except to increase the percentage of outstanding Notes the
consent of whose Holders is required for such actions or to provide that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Note affected thereby.


 


Notwithstanding the foregoing, without the
consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver
may (A) make any change in any Security Document or the provisions in this Indenture dealing with Collateral or application
of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which
secure the Secured Notes Obligations or (B) change or alter the priority of the Liens securing the Secured Notes Obligations
in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders, other than, in each
case, as provided under the terms of this Indenture or the Security Documents.


 






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Upon the request of the Company and upon
the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt
by the Trustee of the documents described in Section 9.06, the Trustee and/or the Notes Collateral Agent shall join with the
Company in the execution of such amended or supplemental indenture or security documents or intercreditor agreements unless such
amended or supplemental indenture or security documents or intercreditor agreements directly affect 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 under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if
such consent approves the substance thereof.


 


In addition, Holders will be deemed to have
consented for purposes of the Security Documents and the First Lien Intercreditor Agreement or First Lien/Second Lien Intercreditor
Agreement, and the Notes Collateral Agent and the Trustee will be authorized, to amend or supplement the Security Documents to
add additional secured parties to the extent Liens securing Indebtedness and other Obligations held by such parties are permitted
under this Indenture. In executing any such amendment, supplement, consent or waiver to the First Lien Intercreditor Agreement
or First Lien/Second Lien Intercreditor Agreement or Security Document or in entering into a new intercreditor agreement or Security
Document, the Trustee and Notes Collateral Agent shall be entitled to receive and (subject to their duties set forth in this Indenture)
shall be fully protected in relying upon an Officers’ Certificate stating that the execution of such amendment, supplement,
consent or waiver or new agreement is authorized or permitted by the First Lien Intercreditor Agreement or First Lien/Second Lien
Intercreditor Agreement, as applicable, and/or Security Document, as the case may be, and complies with the provisions thereof
and of this Indenture. Notwithstanding anything in this Indenture to the contrary, no opinion of counsel shall be required in connection
with the execution by the Trustee or Notes Collateral Agent of any such amendment, supplement, consent waiver or other modification
to the First Lien Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and/or the Security Documents or
the entering into of a new intercreditor agreement or Security Document.


 


After an amendment under this Section becomes
effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.


 


		Section 9.03.	[Reserved].



 


Section
9.04.         Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion
of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not
made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note
or portion of the Note if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective.
After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the
execution of such amendment or waiver by the Trustee.


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. Such record date shall be a date not more than 30 days prior
to the first solicitation of Holders generally in connection therewith and no later than the date such solicitation is completed.
If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such
consent shall be valid or effective for more than 180 days after such record date.


 


For all purposes of this Indenture, all
Initial Notes and Additional Notes shall vote together as one series of Notes under this Indenture.


 






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Section 9.05.     Notation
on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to
deliver such Note to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return
such Note to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall
issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation
or to issue a new Note shall not affect the validity of such amendment.


 


Section 9.06.     Trustee
To Sign Amendments. The Trustee and the Notes Collateral Agent shall sign any amendment authorized pursuant to this Article Nine
if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Notes Collateral
Agent. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it, in its sole discretion, and to receive, in addition to the documents required by Section 13.04
and (subject to Section 7.01) shall be fully protected in relying upon and shall be entitled to receive, an Officers’
Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture. Notwithstanding
anything in this Indenture to the contrary, no Opinion of Counsel shall be required in connection with the execution by the Trustee
or Notes Collateral Agent of any such amendment, supplement, consent waiver or other modification to the First Lien Intercreditor
Agreement, the First Lien/Second Lien Intercreditor Agreement and/or the Security Documents or the entering into of a new intercreditor
agreement or Security Document.


 


ARTICLE X


 


Reserved


 


ARTICLE XI


 


Guarantee


 


Section 11.01.     Subsidiary
Guarantee. Subject to the provisions of this Article Eleven, each Guarantor hereby fully, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the
Notes and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise,
of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Company under
this Indenture and the Notes (including, without limitation, any interest, fees or expenses accruing subsequent to the filing
of a petition in bankruptcy, reorganization or similar proceeding, whether or not such interest, fees or expenses is an allowed
claim under applicable state, federal or foreign law and the obligations under Section 7.07) (all the foregoing being hereinafter
collectively called the “Guarantor Obligations”). Each Guarantor agrees that the Guarantor Obligations will
rank equally in right of payment with other indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate
to the Guarantor Obligations. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may
be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this
Article Eleven notwithstanding any extension or renewal of any Guarantor Obligation.


 


Each Guarantor waives presentation to,
demand of payment from and protest to the Company of any of the Guarantor Obligations and also waives notice of protest for non-payment.
Each Guarantor waives notice of any default under the Notes or the Guarantor Obligations.


 


Each Guarantor further agrees that its
Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require
that any resort be had by any Holder to any security held for payment of the Guarantor Obligations.


 


Except as set forth in Section 11.02,
the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason
of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the
failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person
under, this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal granted; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the
failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the
Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any
other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the
risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.


 






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Subject to the provisions of Section 4.10,
each Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all
the Guarantor Obligations or such Guarantor is released from its Subsidiary Guarantee in compliance with Section 11.03 hereof.
Each Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of or interest on any of the Guarantor Obligations is rescinded
or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise.


 


In furtherance of the foregoing and not
in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure
of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration,
by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations
then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the
extent not prohibited by law).


 


Each Guarantor further agrees that, as
between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations
guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and
(y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether
or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Subsidiary Guarantee.


 


Each Guarantor also agrees to pay any and
all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing
any rights under this Section.


 


Section 11.02.     Execution
and Delivery. To further evidence its Subsidiary Guarantee, each Subsidiary and other Person that is required to become
a Guarantor hereby agrees to (x) execute this Indenture or (y) in the case of any Person that becomes a Guarantor after
the date hereof, execute a supplement to this Indenture, substantially in the form of Exhibit C hereto and deliver
it to the Trustee. Concurrently with the execution and delivery of (x) this Indenture or (y) in the case of any Person
that becomes a Guarantor after the date hereof, any supplemental indenture to this Indenture, each Guarantor who executes such
supplemental indenture agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect
notwithstanding the absence of the endorsement of any notation of such Subsidiary Guarantee on the Notes.


 


Each of the Guarantors hereby agrees that
its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Subsidiary Guarantee.


 


If an Officer of a Guarantor whose signature
is on this Indenture no longer holds that office at the time the Trustee authenticates the Note or at any time thereafter, such
Guarantor’s Subsidiary Guarantee of such Note shall nevertheless be valid,


 


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


 






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Section 11.03.     Limitation
on Liability; Termination, Release and Discharge.


 


(a)            Any
term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited
to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including,
without limitation, any Guarantees under the Senior Credit Facilities) and after giving effect to any collections from or payments
made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee
or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void
or voidable under any similar laws affecting the rights of creditors generally.


 


(b)            Each
Guarantor shall be automatically and unconditionally released and discharged from its obligations under this Indenture and its
Subsidiary Guarantee and such Subsidiary Guarantee shall be automatically and unconditionally terminate, and no further action
by such Guarantor, the Company or the Trustee is required for the release of such Guarantor or the termination of such Subsidiary
Guarantee:


 


(i)            upon
any sale, exchange, issuance, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or
otherwise) of (x) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable
Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor to a Person
that is not the Company or a Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is made
in compliance with the applicable provisions of this Indenture (including any amendments thereof);


 


(ii)            (A) upon
the release or discharge of the guarantee by such Guarantor of the obligations under the Senior Credit Facilities and the Existing
Notes or (B) upon the release or discharge of such other guarantee that required such Guarantor to provide such Subsidiary
Guarantee pursuant to Section 4.10 except, in each case, (x) a discharge or release by or as a result of payment and
(y) if at the time of the release and discharge of such Subsidiary Guarantee, such Guarantor would be required to guarantee
the Notes pursuant to Section 4.10;


 


(iii)            upon
the designation of such Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture;


 


(iv)            upon
the Company exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 or the Company’s
obligations under this Indenture being discharged in accordance with the terms of this Indenture;


 


(v)            upon
the merger, amalgamation, consolidation or winding up of such Guarantor with and into the Company or another Guarantor that is
the surviving Person in such merger, amalgamation, consolidation or winding up, or upon the liquidation of such Guarantor; or


 


(vi)            as
described under Article 9 hereof.


 


Section 11.04.     Right
of Contribution. Each Guarantor hereby agrees that to the extent that any Guarantor shall have paid more than its proportionate
share of any payment made on the obligations under the Subsidiary Guarantees, such Guarantor shall be entitled to seek and receive
contribution from and against the Company, or any other Guarantor who has not paid its proportionate share of such payment. The
provisions of this Section 11.04 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee
and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor
hereunder.


 


Section 11.05.     No
Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled
to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Guarantor or any collateral
security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall
any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect
of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account
of the Guarantor Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights
at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor
in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by
such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to
the Trustee, if required), to be applied against the Guarantor Obligations.


 






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ARTICLE XII


 


Collateral


 


Section 12.01.     Security
Documents.


 


(a)            The
due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable,
whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to
the Holders or the Trustee under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents, according to
the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens
that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and
the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the
Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor
Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions
providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be
in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements,
and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the First Lien Intercreditor Agreement
on the Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict
between an Intercreditor Agreement and any of the other Security Documents, the applicable Intercreditor Agreement shall control.
Each Holder, by its acceptance of a Note, (a) agrees that it will be subject to and bound by and will take no actions contrary
to the provisions of the First Lien Intercreditor Agreement and (b) authorizes and instructs the Notes Collateral Agent to
enter into the First Lien Intercreditor Agreement on the Issue Date as the Notes Collateral Agent, and on behalf of such Holder,
including without limitation, making the representations of the Holders contained therein. The Company shall deliver to the Notes
Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done
all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm
to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part
thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and
of the Notes secured hereby, according to the intent and purposes herein expressed. The Company and the Guarantors shall, at their
sole expense, take all actions and make all filings (including filing Uniform Commercial Code (including amendments and continuation
statements) and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the
Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance
thereof), as security for the Obligations of Company and the Guarantors to the secured parties under this Indenture, the Notes,
the Subsidiary Guarantees, the Intercreditor Agreements and the Security Documents, of a valid and enforceable perfected Lien
and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents),
in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted
Liens.


 


(b)            It
is understood and agreed that prior to the Discharge of First Lien Obligations that are Credit Agreement Obligations, to the extent
that the First Lien Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect
of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including,
without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of
title insurance, surveys, legal opinions or other deliverables with respect to, particular assets or the provision of any guarantee
by any Subsidiary (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) where
it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise
be required to be accomplished by the Senior Credit Facilities), the Notes Collateral Agent shall be deemed to be satisfied with
such deliveries and/or documents and the judgment of the First Lien Collateral Agent in respect of any such matters under the
Senior Credit Facilities shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this
Indenture and the Security Documents.


 






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Section 12.02.     Release
of Collateral.


 


(a)            Collateral
may be released from the Liens and security interests created by the Security Documents at any time and from time to time in accordance
with the provisions of the Security Documents, the Intercreditor Agreements and this Indenture. Notwithstanding anything to the
contrary in the Security Documents, the Intercreditor Agreements and this Indenture, the Company and the Guarantors will be entitled
to the release of property and other assets constituting Collateral from the Liens securing the Notes and the Subsidiary Guarantees
under any one or more of the following circumstances:


 


(i)            upon
consummation of the sale, transfer or other disposition of such Collateral by the Company or a Guarantor to any Person other than
the Company or a Guarantor, to the extent such sale, transfer or other disposition is not prohibited under this Indenture;


 


(ii)            in
the case of a Guarantor that is released from its Subsidiary Guarantee pursuant to the terms of this Indenture, with respect to
the property and other assets of such Guarantor, upon the release of such Guarantor from its Subsidiary Guarantee;


 


(iii)           with
respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock
that is not prohibited by this Indenture or (ii) upon the designation by the Company of such issuer of Capital Stock as an
Unrestricted Subsidiary under this Indenture;


 


(iv)           with
respect to any Collateral that becomes an “Excluded Asset,” upon it becoming an Excluded Asset;


 


(v)            in
accordance with Section 4.07(b);


 


(vi)           to
the extent the Liens on the Collateral securing the Credit Agreement Obligations are released by the First Lien Collateral Agent
(other than any release by, or as a result of, payment of the Credit Agreement Obligations), upon the release of such Liens;


 


(vii)          in
connection with any enforcement action taken by the Controlling Collateral Agent in accordance with the terms of the First Lien
Intercreditor Agreement; or


 


(viii)        as
described under Article 9.


 


(b)            The
Liens on the Collateral securing the Notes and the Subsidiary Guarantees also shall automatically and without the need for any
further action by any Person be terminated and released:


 


(i)            upon
payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations in respect
of the Notes under this Indenture, the Subsidiary Guarantees and the Security Documents that are due and payable at or prior to
the time such principal, together with accrued and unpaid interest, are paid;


 


(ii)           upon
a legal defeasance or covenant defeasance with respect to the Notes under this Indenture as described below under Sections 8.01(b) and
8.02, or a satisfaction and discharge of this Indenture as described under Section 8.01(a); or


 


(iii)          pursuant
to the First Lien Intercreditor Agreement and the Security Documents with respect to the Notes.


 






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(c)            In
addition, any Lien on any Collateral may be (i) released or subordinated to the holder of any Lien on such Collateral that
is created, incurred or assumed pursuant to clauses (iv), (viii)(A) or (xxii) of the definition of “Permitted
Liens” to the extent required by the terms of the obligations secured by such Liens and (ii) subordinated to any Lien
on any Mortgaged Property if required under the terms of any lease, easement, right of way or similar agreement effecting the
Mortgaged Property provided such lease, easement, right of way or similar agreement is permitted by Section 4.07.


 


(d)            With
respect to any release of Collateral, upon receipt of an Officers’ Certificate stating that all conditions precedent under
this Indenture and the Security Documents to such release have been met and that it is permitted for the Trustee or Notes Collateral
Agent to execute and deliver the documents requested by the Company in connection with such release and any necessary or proper
instruments of termination, satisfaction or release prepared by the Company, the Trustee and the Notes Collateral Agent shall
execute, deliver or acknowledge (at the Company’s expense) such instruments or releases to evidence the release of any Collateral
permitted to be released pursuant to this Indenture or the Security Documents and shall do or cause to be done (at the Company’s
expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee
nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officers’ Certificate,
and notwithstanding any term hereof or in any Security Document to the contrary, the Trustee and the Notes Collateral Agent shall
not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release,
satisfaction or termination, unless and until it receives such Officers’ Certificate.


 


Section 12.03.     Suits
to Protect the Collateral.


 


Subject to the provisions of Article 7
and the Security Documents, the Trustee may or may direct the Notes Collateral Agent to take all actions it determines in order
to:


 


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


 


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


 


Subject to the provisions of the Security
Documents, the Trustee and the Notes Collateral Agent shall have power to institute and to maintain such suits and proceedings
as the Trustee may determine to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of
any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may determine to preserve or protect
its interests and the interests of the Holders in the Collateral. Nothing in this Section 12.03 shall be considered to impose
any such duty or obligation to act on the part of the Trustee or the Notes Collateral Agent.


 


Section 12.04.     Authorization
of Receipt of Funds by the Trustee Under the Security Documents.


 


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


 


Section 12.05.     Purchaser
Protected.


 


In no event shall any purchaser in good
faith of any property purported to be released hereunder be bound to ascertain the authority of the Notes Collateral Agent or
the Trustee to execute the applicable release or to inquire as to the satisfaction of any conditions required by the provisions
hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee;
nor shall any purchaser or other transferee of any property or rights permitted by this Article 12 to be sold be under any
obligation to ascertain or inquire into the authority of the Company or the applicable Guarantor to make any such sale or other
transfer.


 






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Section 12.06.     Power
Exercisable by Receiver or Trustee.


 


In case the Collateral shall be in the
possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 12 upon the Company or a Guarantor
with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument
signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or a Guarantor or of
any Officer or Officers thereof required by the provisions of this Article 12; and if the Trustee shall be in the possession
of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.


 


Section 12.07.     Certain
Limits on Collateral.


 


Notwithstanding anything in this Indenture
or any other Security Document, it is understood and agreed that:


 


(a)            Liens
required to be granted from time to time pursuant to this Indenture shall be subject to exceptions and limitations set forth in
the Security Documents;


 


(b)            control
agreements or other control or similar arrangements shall not be required with respect to deposit accounts, securities accounts,
commodities accounts or other assets specifically requiring perfection by control agreements (other than certain certificated
securities);


 


(c)            no
perfection actions shall be required with respect to Vehicles and other assets subject to certificates of title;


 


(c)            no
perfection actions shall be required with respect to commercial tort claims with a value less than $15,000,000 and no perfection
shall be required with respect to promissory notes evidencing debt for borrowed money in a principal amount of less than $15,000,000;


 


(d)            no
actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required to be taken to create
any security interests in assets located or titled outside of the United States (including any Equity Interests of any Foreign
Subsidiaries and foreign intellectual property) or to perfect or make enforceable any security interests in any such assets (it
being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction);


 


(e)            no
actions shall be required to perfect a security interest in letter of credit rights (other than the filing of UCC financing statements);
and


 


(f)            neither
the Company nor any Guarantor shall be required to deliver or obtain any landlord lien waivers, estoppel certificates or collateral
access agreements or letters.


 


Section 12.08.     Notes
Collateral Agent.


 


(a)            The
Company and each of the Holders by acceptance of the Notes hereby designates and appoints the Notes Collateral Agent as its agent
under this Indenture, the Security Documents and the Intercreditor Agreements, and the Company and each of the Holders by acceptance
of the Notes hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of
this Indenture, the Security Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as
are expressly delegated to the Notes Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor
Agreements, and consents and agrees to the terms of the Intercreditor Agreements and each Security Document, as the same may be
in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective
terms. The Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 12.08. Each Holder
agrees that any action taken by the Notes Collateral Agent in accordance with the provision of this Indenture, the Intercreditor
Agreements and the Security Documents, and the exercise by the Notes Collateral Agent of any rights or remedies set forth herein
and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere
in this Indenture, the Security Documents and the Intercreditor Agreements, the duties of the Notes Collateral Agent shall be
ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except
those expressly set forth herein and in the Security Documents and the Intercreditor Agreements to which the Notes Collateral
Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with
the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Indenture, the Security Documents and the Intercreditor Agreements or otherwise exist against the Notes
Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture
with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent contracting parties.


 






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(b)            The
Notes Collateral Agent may perform any of its duties under this Indenture, the Security Documents or the Intercreditor Agreements
by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates,
and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a
 “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties,
and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given
by legal counsel. The Notes Collateral Agent shall not be responsible for the negligence or misconduct of any receiver, agent,
employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care.


 


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


 


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


 






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(e)            The
Notes Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless
a Responsible Officer of the Notes Collateral Agent shall have received written notice from the Trustee or the Company referring
to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.”
The Notes Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the
Trustee in accordance with Article 6 or the Holders of a majority in aggregate principal amount of the Notes (subject to
this Section 12.08).


 


(f)            The
Notes Collateral Agent may resign at any time by notice to the Trustee and the Company, such resignation to be effective upon
the acceptance of a successor agent to its appointment as Notes Collateral Agent. If the Notes Collateral Agent resigns under
this Indenture, the Company shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to
the intended effective date of the resignation of the Notes Collateral Agent (as stated in the notice of resignation), the Trustee,
at the direction of the Holders of a majority of the aggregate principal amount of the Notes then outstanding, may appoint a successor
collateral agent, subject to the consent of the Company (which consent shall not be unreasonably withheld and which shall not
be required during a continuing Event of Default). If no successor collateral agent is appointed and consented to by the Company
pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the
notice of resignation) the Notes Collateral Agent shall be entitled to petition a court of competent jurisdiction to appoint a
successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall
succeed to all the rights, powers and duties of the retiring Notes Collateral Agent, and the term “Notes Collateral Agent”
shall mean such successor collateral agent, and the retiring Notes Collateral Agent’s appointment, powers and duties as
the Notes Collateral Agent shall be terminated. After the retiring Notes Collateral Agent’s resignation hereunder, the provisions
of this Section 12.08 shall continue to inure to its benefit and the retiring Notes Collateral Agent shall not by reason
of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was
the Notes Collateral Agent under this Indenture.


 


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


 


(h)            The
Notes Collateral Agent is authorized and directed to (i) enter into the Security Documents to which it is party, whether
executed on or after the Issue Date, (ii) enter into the Intercreditor Agreements, including joinders and supplements thereto,
whether executed on or after the Issue Date, (iii) make the representations of the Holders set forth in the Security Documents
and Intercreditor Agreements, (iv) bind the Holders on the terms as set forth in the Security Documents and the Intercreditor
Agreements and (v) perform and observe its obligations under the Security Documents and the Intercreditor Agreements.


 


(i)            If
at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral
or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or
payments received by the Trustee from the Notes Collateral Agent pursuant to the terms of this Indenture, or (ii) payments
from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article 6, the Trustee
shall promptly turn the same over to the Notes Collateral Agent, in kind, and with such endorsements as may be required to negotiate
the same to the Notes Collateral Agent such proceeds to be applied by the Notes Collateral Agent pursuant to the terms of this
Indenture, the Security Documents and the Intercreditor Agreements.


 


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


 






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


 


(l)            If
the Company or any Guarantor (i) incurs any obligations in respect of junior priority obligations at any time when no First
Lien/Second Lien Intercreditor Agreement is in effect and (ii) delivers to the Notes Collateral Agent an Officers’
Certificate so stating and requesting the Notes Collateral Agent to enter into the First Lien/Second Lien Intercreditor Agreement
in favor of a designated agent or representative for the holders of the junior priority obligations so incurred, the Notes Collateral
Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of
the Company, including legal fees and expenses of the Notes Collateral Agent), bind the Holders on the terms set forth therein
and perform and observe its obligations thereunder; provided that neither an Officer’s Certificate nor an Opinion of Counsel
shall be required pursuant to this Section 12.08(l) in connection with the applicable Intercreditor Agreements (including
pursuant to a joinder thereto) to be entered into.


 


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


 


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


 


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


 






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


 


(q)            The
parties hereto and the Holders hereby agree and acknowledge that neither the Notes Collateral Agent nor the Trustee shall assume,
be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests,
demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including
but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and
maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to
any environmental law as a result of this Indenture, the Intercreditor Agreements, the Security Documents or any actions taken
pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its
rights under this Indenture, the Intercreditor Agreements and the Security Documents, the Notes Collateral Agent may hold or obtain
indicia of ownership primarily to protect the security interest of the Notes Collateral Agent in the Collateral and that any such
actions taken by the Notes Collateral Agent shall not be construed as or otherwise constitute any participation in the management
of such Collateral. In the event that the Notes Collateral Agent or the Trustee is required to acquire title to an asset for any
reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for
the benefit of another, which in the Notes Collateral Agent or the Trustee’s sole discretion may cause the Notes Collateral
Agent or the Trustee to be considered an “owner or operator” under the provisions of the Comprehensive Environmental
Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause the
Notes Collateral Agent or the Trustee to incur liability under CERCLA or any other federal, state or local law, the Notes Collateral
Agent and the Trustee reserves the right, instead of taking such action, to either resign as the Notes Collateral Agent or the
Trustee or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Notes Collateral
Agent nor the Trustee shall be liable to the Company, the Guarantors or any other Person for any environmental claims or contribution
actions under any federal, state or local law, rule or regulation by reason of the Notes Collateral Agent or the Trustee’s
actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release
of hazardous materials into the environment. If at any time it is necessary or advisable for property to be possessed, owned,
operated or managed by any Person (including the Notes Collateral Agent or the Trustee) other than the Company or the Guarantors,
a majority in interest of Holders shall direct the Notes Collateral Agent or the Trustee to appoint an appropriately qualified
Person (excluding the Notes Collateral Agent or the Trustee) who they shall designate to possess, own, operate or manage, as the
case may be, the property.


 






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(r)            Upon
the receipt by the Notes Collateral Agent of a written request of the Company signed by an Officer (a “Security Document
Order”), the Notes Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into,
without the further consent of any Holder or the Trustee, any Security Document or amendment or supplement thereto, to be executed
after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent
pursuant to, and is a Security Document Order referred to in, this Section 12.08(r), and (ii) instruct the Notes Collateral
Agent to execute and enter into such Security Document or amendment or supplement thereto. Any such execution of a Security Document
or amendment or supplement thereto shall be at the direction and expense of the Company, upon delivery to the Notes Collateral
Agent of an Officer’s Certificate stating that all conditions precedent to the execution and delivery of the Security Document
or amendment or supplement thereto have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct
the Notes Collateral Agent to execute such Security Documents or amendment or supplement thereto.


 


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


 


(t)            After
the occurrence and continuance of an Event of Default, the Trustee, acting at the direction of the Holders of a majority of the
aggregate principal amount of the Notes then outstanding, may direct the Notes Collateral Agent in connection with any action
required or permitted by this Indenture, the Security Documents or the Intercreditor Agreements.


 


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


 


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


 


(w)            Notwithstanding
anything to the contrary in this Indenture or in any Security Document or any Intercreditor Agreement, in no event shall the Notes
Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering,
perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture, the Security
Documents or the Intercreditor Agreements (including without limitation the filing or continuation of any UCC financing or continuation
statements or similar documents or instruments), nor shall the Notes Collateral Agent or the Trustee be responsible for, and neither
the Notes Collateral Agent nor the Trustee makes any representation regarding, the validity, effectiveness or priority of any
of the Security Documents or the security interests or Liens intended to be created thereby.


 






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(x)            Before
the Notes Collateral Agent acts or refrains from acting in each case at the request or direction of the Company or the Guarantors,
it may require an Officer’s Certificate, which shall conform to the provisions of this Section 12.08 and Sections 13.04
and 13.05; provided that no Officer’s Certificate shall be required in connection with the Security Documents and
the First Lien Intercreditor Agreement to be entered by the Notes Collateral Agent on the Issue Date. The Notes Collateral Agent
shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate.


 


(y)            Notwithstanding
anything to the contrary contained herein, the Notes Collateral Agent shall act pursuant to the instructions of the Holders and
the Trustee solely with respect to the Security Documents and the Collateral.


 


(z)            The
rights, privileges, benefits, immunities, indemnities and other protections given to the Trustee are extended to, and shall be
enforceable by, the Notes Collateral Agent as if the Notes Collateral Agent were named as the Trustee herein and the Security
Documents were named as this Indenture herein.


 


(aa)     The
Company and the Guarantors shall furnish to the Trustee and the Notes Collateral Agent, within 120 days after the end of each
fiscal year (beginning with the first fiscal year ending after the Issue Date and after giving effect to any fiscal year end change
effected on or after the Issue Date), an Officer’s Certificate (which may be the same certificate required to be delivered
by the Company pursuant to Section 4.13) either (i) (x) stating that such action has been taken with respect to
the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary
to maintain the perfected Liens of the applicable Security Documents securing the Obligations under applicable law to the extent
required by the Security Documents other than any action as described therein to be taken, and (y) stating that on the date
of such Officer’s Certificate, all financing statements, financing statement amendments and continuation statements have
been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months,
fully to maintain the perfection (to the extent required by the Security Documents) of the security interests of the Notes Collateral
Agent securing the Obligations thereunder and under the Security Documents with respect to the Collateral; provided that
if there is a required filing of a continuation statement or other instrument within such 12-month period and such continuation
statement or amendment is not effective if filed at the time of the Officer’s Certificate, such Officer’s Certificate
may so state and in that case the Company and the Guarantors shall cause a continuation statement or amendment to be timely filed
and become effective so as to maintain such Liens and security interests securing Obligations or (ii) stating that no such
action is necessary to maintain such Liens or security interests.


 


ARTICLE XIII


 


Miscellaneous


 


Section 13.01.     [Reserved].


 


Section 13.02.     Notices.
Any notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with
a hard copy delivered in person or by mail promptly thereafter) and addressed as follows:


 


if to the Company:


 


AMC Entertainment Holdings, Inc.

One AMC Way

11500 Ash Street

Leawood, KS 66211

Attention: General Counsel


 






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if to the Trustee:


 


U.S. Bank Corporate Trust Services

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107

Attention of: Donald T. Hurrelbrink


 


provided, however, that any reports provided
pursuant to Section 4.12 may be communicated via email to the following address: donald.hurrelbrink@usbank.com (or to the
email address of the then current representative of the Trustee).


 


The Company or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices or communications. Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Any notice or communication mailed to a
Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time prescribed.


 


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, it is duly given, whether or not the addressee receives it.


 


All notices, approvals, consents, requests
and any communications under this Indenture must be in writing (provided that any communication sent to the Trustee must be in
the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature
provider as specified in writing to the Trustee by the Company)), in English. The party providing electronic instructions agrees
to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse
by third parties; provided, however, that the Trustee’s conduct does not constitute willful misconduct, negligence
or bad faith.


 


Section 13.03.     Communication
by Holders with Other Holders. Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).


 


Section 13.04.     Certificate
and Opinion as to Conditions. Except as otherwise specified in this Indenture, upon any request or application by the
Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:


 


(a)            an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b)            an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.


 


Section 13.05.     Statements
Required in Certificate or Opinions. Each certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:


 


(a)            a
statement that the individual making such certificate or opinion has read such covenant or condition;


 






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(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 individual, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)            a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.


 


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified
by, or covered by, the opinion of, only one such Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion of an officer
of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument


 


Section 13.06.     When
Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or the Guarantors or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with of them shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes that a Trust Officer knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes
outstanding at the time shall be considered in any such determination.


 


Section 13.07.     Rules by
Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders.
The Registrar and the Paying Agent or co-registrar may make reasonable rules for their functions.


 


Section 13.08.     Legal
Holidays. A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not
required to be open in the States of New York or Missouri. If a payment date is a Legal Holiday, payment shall be made on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.


 


Section 13.09.     Governing
Law. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


Section 13.10.     No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company and the Guarantors shall
not have any liability for any obligations of the Company or the Guarantors under the Notes or this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release
all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.


 






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Section 13.11.     Successors.
All agreements of the Company any each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 13.12.     Separability
Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 13.13.     Reliance
on Financial Data. In computing any amounts under this Indenture: (a) to the extent relevant, the Company shall use
audited financial statements of the Company, its Subsidiaries, any Person that would become a Subsidiary in connection with the
transaction that requires the computation and any Person from which the Company or a Subsidiary has acquired an operating business,
or is acquiring an operating business in connection with the transaction that requires the computation (each such Person whose
financial statements are relevant in computing any particular amount, a “Relevant Person”) for the period or
portions of the period to which the computation relates for which audited financial statements are available on the date of computation
and unaudited financial statements and other current financial data based on the books and records of the Relevant Person or Relevant
Persons, as the case may be, to the extent audited financial statements for the period or any portion of the period to which the
computation relates are not available on the date of computation; and (b) the Company shall be permitted to rely in good
faith on the financial statements and other financial data derived from the books and records of any Relevant Person that are
available on the date of the computation.


 


Section 13.14.     Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture
or any document to be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or
the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties
hereto consent to conduct the transactions contemplated hereunder by electronic means.


 


Section 13.15.     Table
of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.


 






    96 


     


    

 


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


 


	 	AMC ENTERTAINMENT HOLDINGS, INC.
	 	 
	 	 
		By:	/s/ Sean D. Goodman 
	 	 	Name:	Sean D. Goodman
	 	 	Title:	Executive Vice President and Chief Financial Officer



 






	 	AMC ITD, LLC
	 	AMC LICENSE SERVICES, LLC
	 	AMERICAN MULTI-CINEMA, INC.
	 	as Guarantors
	 	 
		By:	/s/ Sean D. Goodman 
	 	 	Name:	Sean D. Goodman       
	 	 	Title:	Executive Vice President and Chief Financial Officer


 





	 	AMC CARD PROCESSING SERVICES, INC.
	 	as Guarantor
	 	 
	 	 
		By:	/s/ Sean D. Goodman 
	 	 	Name:	Sean D. Goodman
	 	 	Title:	President and Chief Financial Officer


 


SIGNATURE PAGE TO INDENTURE


 






    


     


    

 










	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee and 
	 	Notes
Collateral Agent
	 	 
	 	 
		By:	/s/ Donald T. Hurrelbrink
	 	 	Name:	Donald T. Hurrelbrink
	 	 	Title:	 Vice President


 


SIGNATURE PAGE TO INDENTURE


 






    


     


    

 


EXHIBIT A


 


PROVISIONS RELATING TO INITIAL NOTES


 


I.            DEFINITIONS


 


For the purposes of this Exhibit A
the following terms shall have the meanings indicated below:


 


“Additional Notes” means
the 10.500% Senior Secured Notes due 2025, to be originally issued from time to time in one or more series as provided for in
this Indenture.


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial interest therein, the rules and
procedures of the Depository for such Global Note, Euroclear and Clearstream, in each case to the extent applicable to such transaction
and as in effect from time to time.


 


“Clearstream” means
Clearstream Banking, société anonyme.


 


“Definitive Note” means
a certificated Note bearing, if required, the restricted securities legend set forth in Section 2.3(e)(i).


 


“Depository” means The
Depository Trust Company, its nominees and their respective successors.


 


“Distribution Compliance Period”,
with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (i) the day on
which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee and (ii) the Issue Date,
and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable 40 consecutive days.


 


“Euroclear” means Euroclear
Bank S.A./N.V., as operator of the Euroclear Clearance System or any successor securities clearing agency.


 


“Global Notes” means
the Rule 144A Global Note and the Regulation S Global Note with respect to the notes.


 


“Global Notes Legend”
means the legend appearing under such title on Appendix 1 to this Exhibit A.


 


“Initial Notes” means
the 10.500% Senior Secured Notes due 2025 in the aggregate principal amount of $500,000,000, issued on April 24, 2020.


 


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


 


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


 


“Regulation S Notes”
means all Initial Notes offered and sold outside the United States in reliance on Regulation S.


 


“Restricted Notes Legend”
means any of the restricted securities legends set forth in Section 2.3(e)(i) herein.


 


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


 


“Rule 144A Notes”
means all Notes offered and sold to QIBs in reliance on Rule 144A.


 


“Notes” means the Initial
Notes and the Additional Notes treated as a single class.


 






    A-1


     


    

 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Securities Custodian”
means the custodian with respect to a Global Note or any successor person thereto, who shall initially be the Trustee, with respect
to the Global Notes.


 


“Transfer Restricted Notes”
means Definitive Notes and any other Notes that bear or are required to bear the legend set forth in Section 2.3(e)(i) hereto.


 


1.1            Other
Definitions.


 


	Term	 	Defined in Section
	“Agent Members”	 	2.1(b)
	“Global Notes”	 	2.1(b)
	“Regulation S Global Notes”	 	2.1(b)
	“Rule 144A Global Notes”	 	2.1(b)



 


II.            THE
NOTES


 


2.1            Form and
Dating. (a) The Initial Notes and any Additional Notes will be offered and sold by the Company, from time to time, pursuant
to one or more purchase agreements. Unless registered or exempt from registration under the Securities Act, the Initial Notes
and any Additional Notes will be resold, initially only to QIBs in reliance on Rule 144A and to non-U.S. persons in reliance
on Regulation S. Initial Notes and Additional Notes so issued may thereafter be transferred to, among others, QIBs and purchasers
in reliance on Regulation S, subject to the restrictions on transfers set forth herein.


 


(b)            Global
Notes. Each series of Rule 144A Notes shall be issued initially in the form of one or more permanent global notes
in fully registered form (the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially
in the form of one or more global Regulation S Global Notes (the “Regulation S Global Note”), in each case
without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of
the purchasers of the Notes represented thereby with the Securities Custodian, and registered in the name of the Depository or
a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The
Rule 144A Global Note and the Regulation S Global Note are each referred to herein as a “Global Note”
and are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes
may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominees
and on the schedules thereto as hereinafter provided.


 


(c)            Book-Entry
Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depository.


 


The Company shall execute and the Trustee
shall, in accordance with this Section 2.1(c) and pursuant to an order of the Company, authenticate and deliver initially
one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes
or the nominee of the Depository and (b) shall be delivered by the Trustee to the Depository pursuant to instructions of
the Depository, or held by the Securities Custodian.


 


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


 






    A-2


     


    

 



 


(d)            Definitive
Notes. Except as provided in Section 2.3, owners of beneficial interests in Global Notes will not be entitled to
receive physical delivery of certificated Notes.


 


2.2            Authentication.
The Trustee shall authenticate and deliver: (a) Initial Notes for original issue in an aggregate principal amount of $500,000,000,
(b) any Additional Notes, if and when issued pursuant to this Indenture; in each case upon a written order of the Company
signed by two Officers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original
issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes.


 


2.3            Transfer
and Exchange. (a)  Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the
Registrar or a co-registrar with a request:


 


(i)            to
register the transfer of such Definitive Notes; or


 


(ii)            to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar
or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction
are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:


 


(1)            shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar
or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and


 


(2)           are
being transferred, or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause
(A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:


 


(A)            if
such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or


 


(B)            if
such Definitive Notes are being transferred to the Company, a certification to that effect; or


 


(C)            if
such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the
Securities Act or pursuant to or in compliance with an exemption from the registration requirements of the Securities Act other
than Rule 144, Rule 903 or Rule 904, (i) a certification to that effect and (ii) if the Company so requests,
an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the
legend set forth in Section 2.3(e)(i).


 


(b)            Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for
a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee
of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company
and the Registrar, together with;


 


(i)            certification
(in the form set forth on the reverse side of the Initial Note) that such Definitive Note is being transferred (1) to a QIB
in accordance with Rule 144A or (2) outside the United States in an offshore transaction within the meaning of Regulation
S and in compliance with Rule 904 under the Securities Act, which certification shall be accompanied by a signed letter substantially
in the form of Exhibit B; and


 


(ii)            written
instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records
with respect to such Global Note to reflect an increase in the aggregate principal amount of the Note represented by the Global
Note, such instructions to contain information regarding the Depository to be credited with such increase,


 






    A-3


     


    

 


then the Trustee shall cancel such Definitive Note and cause,
or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository
and the Securities Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate
principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled.
If no Global Notes are then outstanding and the Global Note has not been previously exchanged for certificated securities pursuant
to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form
of an Officers’ Certificate, a new Global Note in the appropriate principal amount.


 


(c)            Transfer
and Exchange of Global Notes.


 


(i)            The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository in accordance with
this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.
A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the procedures of
the Depository containing information regarding the participant account of the Depository to be credited with a beneficial interest
in the Global Note and such account shall be credited in accordance with such instructions with a beneficial interest in the Global
Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global
Note being transferred. Transfers by an owner of a beneficial interest in the Rule 144A Global Note to a transferee who takes
delivery of such interest through the Regulation S Global Note, whether before or after the expiration of the Distribution Compliance
Period, shall be made only upon receipt by the Trustee of a certification in the form provided on the reverse of the Initial Notes
from the transferor to the effect that such transfer is being made in accordance with Regulation S or (if available) Rule 144
under the Securities Act or pursuant to or in compliance with an exemption from the registration requirements of the Securities
Act other than Rule 144, Rule 903 or Rule 904 and that, if such transfer is being made prior to the expiration of
the Distribution Compliance Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream.


 


(ii)            If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note,
the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which
such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar
shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Note from which
such interest is being transferred.


 


(iii)            Notwithstanding
any other provisions of this Exhibit A (other than the provisions set forth in Section 2.4), a Global Note may
not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository or by the Depository or any such nominee to a successor depository or a nominee
of such successor depository.


 


(iv)            In
the event that a Global Note is exchanged for Notes in definitive registered form pursuant to Section 2.4, such Notes may
be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3
(including the certification requirements set forth on the reverse, of the Initial Notes or Additional Notes intended to ensure
that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities
Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.


 






    A-4


     


    

 


(d)            Restrictions
on Transfer of Regulation S Global Note. (i)  Prior to the expiration of the Distribution Compliance Period, interests
in the Regulation S Global Note may only be held through Euroclear or Clearstream. During the Distribution Compliance Period,
beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream
in accordance with the Applicable Procedures and only (1) so long as such security is eligible for resale pursuant to Rule 144A,
to a person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB
to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (2) in an offshore
transaction in accordance with Regulation S, (3) pursuant to an exemption from registration under the Securities Act provided
by Rule 144 (if applicable) under the Securities Act, or (4) pursuant to an effective registration statement under the
Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. Prior to the
expiration of the Distribution Compliance Period, transfers by an owner of a beneficial interest in the Regulation S Global Note
to a transferee who takes delivery of such interest through the Rule 144A Global Note shall be made only in accordance with
Applicable Procedures and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest
in the form provided on the reverse of the Initial Notes to the effect that such transfer is being made to a QIB within the meaning
of Rule 144A in a transaction meeting the requirements of Rule 144A. Such written certification shall no longer be required
after the expiration of the Distribution Compliance Period.


 


(ii)            Upon
the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall be transferable
in accordance with applicable law and the other terms of this Indenture.


 


(e)            Legend.


 


(i)            Except
as permitted by the following paragraphs (ii), (iii), (iv) and (v), each certificate evidencing the Global Notes and the Definitive
Notes and the Regulation S Global Note (prior to the expiration of the Distribution Compliance Period) (and all Notes issued in
exchange therefor or in substitution thereof), shall bear a legend in substantially the following form:


 


THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”),
AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


 


THE HOLDER OF THIS SECURITY AGREES FOR THE
BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


Each Note issued with original issue discount
(within the meaning of Section 1273 of the Code) will also bear the following additional legend:


 


THIS SECURITY HAS BEEN ISSUED WITH “ORIGINAL
ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN
REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS SECURITY THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE
AND ISSUE DATE OF THE SECURITY, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE SECURITY AND (3) THE YIELD TO MATURITY
OF THE SECURITY. HOLDERS SHOULD CONTACT THE ISSUER AT AMC ENTERTAINMENT HOLDINGS, INC., ONE AMC WAY, 11500 ASH STREET, LEAWOOD,
KS 66211, ATTENTION: GENERAL COUNSEL.


 






    A-5


     


    

 


Prior to the Distribution Compliance Period,
each Regulation S Global Note will also bear the following additional legend:


 


THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


Each Definitive Note will also bear the
following additional legend:


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


(ii)            Upon
any sale or transfer of a, Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant
to Rule 144 under the Securities Act or 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:


 


(A)            in
the case of any Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such
Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note; and


 


(B)            in
the case of any Transfer Restricted Note that is represented by a Global Note, the Registrar shall permit the beneficial owner
thereof to exchange such Transfer Restricted Note for a beneficial interest in a Global Note that does not bear the legends set
forth above and rescind any restriction on the transfer of such Transfer Restricted Note, in either case, if the Holder certifies
in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 or in reliance on an exemption
from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 (such certification
to be in the form set forth on the reverse of the Initial Note).


 


(iii)            Upon
a sale or transfer after the expiration of the Distribution Compliance Period of any Initial Note acquired pursuant to Regulation
S, all requirements that such Initial Note bear any Restricted Notes Legend shall cease to apply and the requirements requiring
any such Initial Note be issued in global form shall continue to apply.


 


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


 






    A-6


     


    

 


(g)            Obligations
with Respect to Transfers and Exchanges of Notes.


 


(i)            To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate certificated Notes,
Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.


 


(ii)            No
service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require payment of
a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other
than any such transfer taxes, assessments or similar governmental charge payable upon exchange or registration of transfer pursuant
to Sections 3.06, 4.11 and 9.05 of this Indenture).


 


(iii)            The
Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 10 days
before the mailing of a notice of redemption or an offer to repurchase Notes or 10 days before an interest payment date.


 


(iv)            Prior
to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or
any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose
of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note
is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice
to the contrary.


 


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


 


(h)            No
Obligation of the Trustee.


 


(i)            The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the
Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or
the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depository
or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through
the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.


 


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


 






    A-7


     


    

 


2.4            Certificated
Notes.


 


(a)            Any
Global Note deposited with the Depository or with the Trustee as Securities Custodian pursuant to Section 2.1(b) shall
be transferred to the beneficial owners thereof in the form of certificated Notes in an aggregate principal amount equal to the
principal amount of such Global Note, in exchange for such Global Note, only if (i) the Depository notifies the Company that
it is unwilling or unable to continue as a depository for such Global Note or if at any time the Depository ceases to be a “clearing
agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of
such notice, or (ii) a Default or an Event of Default has occurred and is continuing under this Indenture or (iii) the
Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Notes under
this Indenture.


 


(b)            Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time
to time in part, without charge (although the Company may require payment of a sum sufficient to cover any tax or governmental
charge imposed in connection therewith), and the Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Note, an equal aggregate principal amount of certificated Notes of authorized denominations. Certificated Notes issued
in exchange for any portion of a Global Notes transferred pursuant to this Section shall be executed, authenticated and delivered
only in denominations of $2,000, and integral multiples of $1,000, in excess thereof and registered in such names as the Depository
shall direct. Any certificated Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided
by Section 2.3(c), bear the restricted securities legend set forth in Appendix I to this Exhibit A.


 


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


 


(d)            In
the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly
make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.


 






    A-8


     


    

 


APPENDIX I

to EXHIBIT A


 


[FORM OF FACE OF INITIAL NOTE]

[Global Notes Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


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


 


[Transfer Restricted Notes Legend]


 


THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”),
AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


 


THE HOLDER OF THIS SECURITY AGREES FOR THE
BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


[Regulation S Legend]


 


THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON
EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 






    A-9


     


    

 


[OID Legend]


 


THIS SECURITY HAS BEEN ISSUED WITH “ORIGINAL
ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN
REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS SECURITY THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE
AND ISSUE DATE OF THE SECURITY, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE SECURITY AND (3) THE YIELD TO MATURITY
OF THE SECURITY. HOLDERS SHOULD CONTACT THE ISSUER AT AMC ENTERTAINMENT HOLDINGS, INC., ONE AMC WAY, 11500 ASH STREET, LEAWOOD,
KS 66211, ATTENTION: GENERAL COUNSEL.


 


[Definitive Notes Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 






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[FORM OF FACE OF INITIAL NOTE]


 


10.500% SENIOR SECURED NOTES DUE 2025


 


	No.	CUSIP No.:
	 	ISIN:



 


AMC ENTERTAINMENT HOLDINGS, INC., a
Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum of $ (         )
on April 15, 2025.


 


Interest Payment Dates: April 15 and
October 15, commencing October 15, 2020.


 


Record Dates: April 1 and October 1.


 






    A-11


     


    

 


IN WITNESS WHEREOF, the parties have caused
this instrument to be duly executed as of the         day of                            .


  
	 	AMC ENTERTAINMENT HOLDINGS, INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


U.S. Bank National Association as Trustee,

certifies that this is one of the Notes

referred to in the Indenture.


 


	By:	 	 
	 	Authorized Officer




 


Additional provisions of this Note are set
forth on the other side of this Note.


 






    A-12


     


    

 


[FORM OF REVERSE SIDE OF INITIAL NOTE]


 


10.500% Senior Secured Note due 2025


 


1.            Interest.
AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), promises to pay interest on the
principal amount of this Note at the rate per annum shown above. The Company will pay interest semiannually, in arrears, on April 15
and October 15 of each year, commencing October 15, 2020, in immediately available funds. Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


2.            Method
of Payment


 


The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered holders of Notes at the close of business on the April 1 or
October 1 next preceding the interest payment date even if the Notes are canceled after the record date and on or before the
interest payment date. Holders must surrender the Notes to a Paying Agent to collect principal payments. The Company will pay principal
and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private
debts. Payments in respect of the Notes represented by a Global Note (including principal, premium and interest) will be made by
wire transfer of immediately available funds to the accounts specified by The Depository Trust Company (the “Depository”).
The Company will make all payments in respect of a certificated Note (including principal, premium and interest) by mailing a check
to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made,
in the case of a Holder of at least $2,000,000 aggregate principal amount of Notes, 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.            Paying
Agent and Registrar


 


Initially, U.S. Bank National Association,
a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestic Wholly Owned Subsidiaries
may act as Paying Agent, Registrar or co-registrar.


 


4.            Indenture


 


The Company issued the Notes under an Indenture
dated as of April 24, 2020 (the “Indenture”), among the Company, the Guarantors party thereto from time
to time, the Trustee and the Notes Collateral Agent. The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. 77aaa-77bbbb) as in effect on the date of the
Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement
of those terms.


 


The Notes are senior secured obligations
of the Company and can be issued in an initial amount of up to $500,000,000 and additional amounts as part of the same series under
the Indenture which are unlimited (subject to Sections 2.01 and 2.10 of the Indenture). The Indenture imposes certain limitations
on the ability of the Company and its Subsidiaries to, among other things, incur additional indebtedness, pay dividends or make
distributions in respect of their capital stock, purchase or redeem capital stock, enter into transactions with stockholders or
certain affiliates, create liens or consolidate, merge or sell all or substantially all of the Company’s assets. These limitations
are subject to significant exceptions.


 


5.            Mandatory
Redemption.


 


The Company shall not be required to make
any mandatory redemption with respect to the Notes.


 






    A-13


     


    

 


6.            Optional
Redemption.


 


Except as set forth herein, the Notes may
not be redeemed prior to April 15, 2022. On and after that date, the Company may redeem the Notes in whole at any time or
in part from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date that is on or prior to the date of redemption), if redeemed during the 12-month period
beginning on April 15 of the years set forth below:


 


	Period	 	 	Redemption Price	 
	2022	 	 	 	105.250	%
	2023	 	 	 	102.625	%
	2024 and thereafter	 	 	 	100.000	%




 


Prior to April 15, 2022 the Company
may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes at a redemption price
of 110.500% of the principal amount thereof with the net cash proceeds of one or more Equity Offerings, plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date); provided that:


 


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


 


(2)            the
redemption occurs within 120 days after the closing of such Equity Offering.


 


In addition, at any time and from time to
time prior to April 15, 2022, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal
to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest,
if any, thereon to the redemption date. Notice of such redemption must be sent to Holders of the Notes called for redemption not
less than 10 or more than 60 days prior to the redemption date. The notice need not set forth the Applicable Premium but only the
manner of calculation of the redemption price. The Indenture provides that, with respect to any such redemption, the Company will
notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and that the Trustee will
not be responsible for such calculation.


 


In addition, until 120 days after the Issue
Date, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes with the net cash
proceeds of any loan received pursuant to a Regulatory Debt Facility at a redemption price (expressed as a percentage of principal
amount thereof) of 105.250%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right
of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however,
that at least 65% of the original aggregate principal amount of the Initial Notes must remain outstanding after each such redemption;
provided, further, that such redemption shall occur upon not less than 10 nor more than 60 days’ notice mailed (or to the
extent permitted or required by applicable DTC procedures or regulations with respect to global notes, sent electronically) to
each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.


 


The Company may redeem the Notes pursuant
to one or more of the relevant provisions in the Indenture, and a single notice of redemption may be delivered with respect to
redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions
will have different redemption dates and, with respect to redemptions that occur on the same date, may specify the order in which
such redemptions are deemed to occur. In addition, notice of any redemption of, or any offer to purchase, the Notes may, at the
Company’s discretion, be given in connection with an Equity Offering, other transaction (or series of related transactions)
or an event that constitutes a Change of Control and prior to the completion or the occurrence thereof, and any such redemption
or purchase may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited
to, completion or occurrence of the related Equity Offering, transaction or event, as the case may be. In addition, if such redemption
or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and
if applicable, shall state that, in the Company’s discretion, the redemption date or purchase date may be delayed until such
time (including more than 60 days after the date the notice of redemption or offer to purchase was mailed or delivered, including
by electronic transmission) as any or all such conditions shall be satisfied or waived, or such redemption or purchase may not
occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by
the redemption date or purchase date or by the redemption date or purchase date as so delayed, or such notice or offer may be rescinded
at any time in the Company’s discretion if the Company reasonably believes that any or all of such conditions will not be
satisfied or waived. In addition, the Company may provide in such notice or offer that payment of the redemption or purchase price
and performance of the Company’s obligations with respect to such redemption or offer to purchase may be performed by another
Person.


 






    A-14


     


    

 


If the optional redemption date is on or
after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid
to the Person in whose name the Notes are registered at the close of business on such record date, and no additional interest will
be payable to Holders whose Notes will be subject to redemption by the Company.


 


On and after the redemption date, interest
will cease to accrue on the Notes or portions thereof called for redemption.


 


7.            Sinking
Fund


 


The Notes are not subject to any sinking
fund.


 


8.            Notice
of Redemption


 


Notice of redemption shall be sent to the
holders electronically or by first class mail, with a copy to the Trustee or the Registrar, as applicable, to each holder of Notes
to the address of such holder appearing in the security register or otherwise in accordance with the procedures of the Depository
not less than 10 nor more than 60 days prior to the redemption date. Notice of any redemption upon any Equity Offering may be given
prior to the completion of the related Equity Offering. Notes in denominations larger than $2,000 may be redeemed in part but only
in integral multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Notes (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called
for redemption.


 


9.            Repurchase
at the Option of Holders upon Change of Control


 


Upon a Change of Control, the Company will
be required to make an offer, subject to certain conditions specified in the Indenture, to repurchase all the Notes of each Holder
at a purchase price equal to 101% of the principal amount of Notes to be repurchased plus accrued and unpaid interest, if any,
to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the interest
payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture.


 


10.            Denominations;
Transfer; Exchange


 


The Notes are in registered form in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance
with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in
part, the portion of the Note not to be redeemed) or to transfer or exchange any Note for a period of 10 days prior to a selection
of Notes to be redeemed or 10 days before an interest payment date.


 






    A-15


     


    

 


11.            Persons
Deemed Owners


 


The registered Holder of this Note may
be treated as the owner of it for all purposes.


 


12.            Unclaimed
Money


 


If money for the payment of principal, premium
or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written
request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.


 


13.            Discharge
and Defeasance


 


Subject to certain conditions set forth
in the Indenture, the Company at any time may terminate some of or all its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or Government Securities for the payment of principal and interest on the Notes to redemption
or maturity, as the case may be.


 


14.            Amendment,
Supplement and Waiver


 


The Indenture, the Notes or the Subsidiary
Guarantees may be amended or supplemented as provided in the Indenture.


 


15.            Defaults
and Remedies


 


If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 30% in aggregate principal amount of the Notes then outstanding, subject to certain limitations,
may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and
shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act
of the Trustee or any Holder.


 


Holders of Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes
then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority in
aggregate principal amount of the Notes then outstanding, by written notice to the Company and the Trustee, may rescind any declaration
of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events
of Default have been cured or waived except non-payment of principal or interest that has become due solely because of the acceleration.


 


16.            Security.


 


The Notes will be secured by the Collateral
on the terms and subject to the conditions set forth in the Indenture and the Security Documents. The Trustee and the Notes Collateral
Agent, as the case may be, hold the Collateral in trust for the benefit of the Holders of the Notes, in each case pursuant to the
Security Documents. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including
the provisions providing for the foreclosure and release of Collateral) as the same may be in effect or may be amended from time
to time in accordance with their terms and the Indenture and authorizes and directs the Notes Collateral Agent to enter into the
Security Documents on the Issue Date, and at any time after Issue Date, as applicable, and to perform its obligations and exercise
its rights thereunder in accordance therewith.


 


17.            Trustee
Dealings with the Company


 


Subject to certain limitations imposed by
the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.


 






    A-16


     


    

 


18.            No
Recourse Against Others


 


A director, officer, employee or stockholder,
as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.


 


19.            Authentication


 


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this
Note.


 


20.            Abbreviations


 


Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants
with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


21.            Governing
Law


 


THE INDENTURE, THIS NOTE AND THE SUBSIDIARY
GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


22.            ISINs
and CUSIP Numbers


 


Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Company has caused ISINs and/or CUSIP numbers to be printed
on the Notes and has directed the Trustee to use ISINs and/or CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption
and reliance may be placed only on the other identification numbers placed thereon.


 


A Holder of Notes may upon written request
and without charge to the Holder receive a copy of the Indenture which has in it the text of this Note. Requests may be made to:
Kevin M. Connor, General Counsel, One AMC Way, 11500 Ash Street, Leawood, Kansas 66211.


 






    A-17


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 





 



I or we assign and transfer this
Note to (Print or type assignee’s name, address and zip code)


 





 






(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                      agent
to transfer this Note on the books of the Company. The agent may substitute another to act for him.


 


Date: _____________________________________


 


Your Signature: _____________________________________


 


Sign exactly as your name appears on the other side of this
Note.


 






    A-18


     


    

 


In connection with any transfer of any
of the Notes evidenced by this certificate occurring while the Notes are Transfer Restricted Notes after the later of the date
of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of
the Company, the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


 ̈           (1)
pursuant to an effective registration statement under the Securities Act of 1933; or


 


 ̈           (2)
to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that
purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under
the Securities Act of 1933; or


 


 ̈           (3)
outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933 in
compliance with Rule 904 under the Securities Act of 1933; or


 


 ̈           (4)
pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933; or


 


 ̈           (5)
(i) pursuant to and in compliance with an exemption from the registration requirements of the Securities Act of 1933
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 in 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.


 


Unless one of the boxes is checked, the
Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered
holder thereof; provided, however, that if boxes (3), (4) or (5) are checked, the Trustee may require,
prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act of 1933.


 


Date: ____________________________


 


Your Signature: ____________________________


 


Signature Guarantee: ____________________________


 


Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to the Trustee.


 






    A-19


     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The initial principal amount of this Global
Note is $            . The following increases or decreases in this
Global Note have been made:


 


	Date of Exchange	 	Amount of decrease
 in Principal Amount
 of this Global Note	 	Amount of increase
 in Principal Amount 
 of this Global Note	 	Principal amount of
 this Global Note 
 following such
 decrease or
 increase	 	Signature of 
 authorized signatory 
 of Trustee or 
 Securities
 Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 






    A-20


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.10 (Change of Control) of the Indenture, check the box:  ̈


 


If you want to elect to have only part of
this Note purchased by the Company pursuant to Section 4.11 of the Indenture, state the amount:


 


$


 


Date: _________________________________
             Your Signature:_________________________________


 


(Sign exactly as your name appears on the other side of the
Note)


 


Signature Guarantee: _________________________________


 


Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to the Trustee.


 


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.


 


The undersigned represents and warrants
that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion
and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by Rule 144A.


 
	 	
	 	Dated:


 






    A-21


     


    

 


EXHIBIT B


 


Form of Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S


 


U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota, 55107-1419

Attention: Donald T. Hurrelbrink


 


		Re:	AMC Entertainment Holdings, Inc. (the “Company”) 10.500% Senior Secured Notes due 2025 (the “Notes”)



 


Ladies and Gentlemen:


 


In connection with our proposed sale of
$[            ] aggregate principal amount of the Notes, we confirm
that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, we represent that:


 


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


 


(2)            either
(a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on
our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in,
on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows
that the transaction has been prearranged with a buyer in the United States;


 


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


 


(4)            the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)            we
have advised the transferee of the transfer restrictions applicable to the Notes.


 


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


 


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






 






    B-1


     


    

 


EXHIBIT C


 


FORM OF SUPPLEMENTAL INDENTURE TO
ADD GUARANTORS


 


This Supplemental Indenture, dated as of
[             ], 20    (this “Supplemental
Indenture”) among [name of future Guarantor] (the “Subsidiary Guarantor”), a subsidiary of
AMC Entertainment Holdings, Inc. (together with its successors and assigns, the “Company”) and U.S. Bank
National Association, as Trustee and Notes Collateral Agent under the Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Company, the Guarantors and
the Trustee and Notes Collateral Agent have heretofore executed and delivered an Indenture, dated as of April 24, 2020 (as
amended, supplemented, waived or otherwise modified, the “Indenture”) providing for the issuance of 10.500%
Senior Secured Notes due 2025 of the Company (the “Notes”);


 


WHEREAS, Section 4.10 of the Indenture
provides that under certain circumstances the Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture
pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis with the other Guarantors,
the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of,
premium, if any, and interest on the Notes and all other obligations and liabilities of the Company under this Indenture on the
terms and conditions set forth herein and under the Indenture (the “Subsidiary Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of
the Indenture, the Trustee, the Company and the Guarantors are authorized to execute and deliver this Supplemental Indenture to
amend or supplement the Indenture, without the consent of any Holder;


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantor,
the Company, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders
of the Notes as follows:


 


ARTICLE I


 


Definitions


 


SECTION
1.1        Defined Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.


 


ARTICLE II


 


Agreement to be Bound; Guarantee


 


SECTION 2.1     Agreement
to be Bound. The Subsidiary Guarantor 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 Subsidiary Guarantor 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.


 


SECTION 2.2     Guarantee.
The Subsidiary Guarantor 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 Guarantor Obligations pursuant to Articles Eleven of the Indenture on
a senior secured basis.


 






    C-1


     


    

 


ARTICLE III


 


Miscellaneous


 


SECTION 3.1        Notices.
All notices and other communications to the Subsidiary Guarantor shall be given as provided in the Indenture to the Subsidiary
Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.


 


SECTION 3.2        Parties.
Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental indenture or the
Indenture or any provision herein or therein contained.


 


SECTION 3.3       Governing
Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.


 


SECTION 3.4        Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby.


 


SECTION 3.5       Trustee
not Responsible. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this [First] Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the
Company and the Guarantors.


 


SECTION 3.6       Counterparts.
The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement.


 


SECTION 3.7       Headings.
The headings of the Articles and the Sections in this Guarantee are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.


 






    C-2


     


    

 


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


 


 


	 	[GUARANTOR],
	 	as a Guarantor
	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	[Address]	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	By:	                 
	 	Name:	 
	 	Title:	 




 






    C-3


     


    

 


EXHIBIT D


 


Form of First Lien Intercreditor
Agreement


 


[See attached]


 






    D-1


     


    

 


Exhibit E


 


Form of First Lien/Second Lien Intercreditor
Agreement


 


[See attached]


 








    E-1


     


    

 


Exhibit F


 


Form of Security Agreement


 


[See attached]


 






    F-1